Salvation, or Mercy?
by SkywalkerT-65
Summary: By all rights, it should have been impossible. Homura had never once seen something like this. Or some'one' like this. She didn't know how to react, when she discovered that Madoka was not...not Madoka. The monster in her body was something she should hate. And yet, she couldn't bring herself to pull the trigger...and nothing would ever be the same.
1. Chapter 1

**AN: I have discovered something. My brain/muse works in _mysterious ways_. Namely, coming up with ideas like this, which normally wouldn't even _occur_ to me. Madoka flipped a switch up there, I swear.  
**

 **All joking aside though, I'm posting this as an 'interest gauge'. The idea refused to leave well enough alone, so I want to see how many people are interested in it. More interest there is, the more likely I'll pump out chapters for this while I get _New Hope's_ sequel set up.**

 **And no, I haven't forgotten about _Never Alone_. Just haven't had the 'oomph' needed there.**

* * *

 _Homura-chan...plea..._

 _Madoka!_

 _AAAH!_

 _No!_

Eyes snapping open, Homura Akemi looked up at the familiar white ceiling of her hospital room. She had seen this room far too many times...more times than she cared to count. Reliving the same month, over and over and over again. This was just yet another repeat in a stream of repeats stretching too far back to think about. And yet, for the first time in dozens of resets, Homura felt the harsh sting of tears in her eyes. She had failed to prevent Madoka from contracting early in the last timeline...too early to reset. Realizing she had little realistic choice, she had 'taken her under her wing'. Out mentoring Mami Tomoe- who had still ended up dying at the hands of Charlotte -Homura had ended up very close to Madoka. Perhaps the closest she had been since the third timeline.

That closeness had just made it all the more painful when the end came. They had fought together, putting everything they had into beating Walpurgisnacht...and it still had not been enough. It never _was_ enough...but losing with Madoka by her side was all the more worse. She might have accepted a timeline where the pinkette was a Magical Girl as well, no matter how much it hurt to betray her promise. But for them to come so far, grow so close...just to lose again? Even Homura couldn't take that.

She had held Madoka in her arms, crying as the girl tried to speak despite the cracked blackness of her Soul Gem. And Homura would never know what she had been trying to say either. Because her Soul Gem had shattered, turning into the hated form of Kriemhild Gretchen's Grief Seed. Homura had been left holding the cold corpse of her friend, for the first time in dozens of loops. Watching as the dark form of her Witch stole over the sky, shattering the damaged Walpurgisnacht as it moved to destroy the world.

The Witch of Salvation...what a horrible thought. Madoka deserved so much better.

"Madoka..." Homura finally breathed, her face schooling itself back into the stoic mask, "I won't fail you again."

She had turned the dial on her shield, leaving behind a doomed world and the corpse of her one and only friend. And now, here she was again, in her hospital bed.

Where it all started.

 _I will not fail this time. Madoka must not contract...if even working together we could not defeat Walpurgisnacht, I will find a way to do it myself. I can't let her turn into that...monster...again. She deserves a normal life, free of that danger._

Homura jumped out of bed, her Soul Gem already flashing as it healed her eyes so she wouldn't need the weakness of her glasses. Those red frames were left abandoned on her desk, as she moved to leave her room. The Magical Girl paid no mind to the fact that the nurses would have questions about why she lost her braids- now undone -and her glasses. Or where she was going.

They didn't know about her fight, and as such, weren't worth paying any attention to. Several of them might once have been considered surrogate older siblings, nice as they were. But nothing mattered but Madoka now.

And there wasn't any way for Homura to save her dearest friend if she was in the hospital

* * *

In the end, nothing but hunting Witches and gathering weaponry was done by the teenager for the week before she went back to school. She also would have kept Kyubey from Madoka...but for whatever reason, the Incubator was outright _avoiding_ her only friend. She had seen him run away from her, instead of attempt to contract the girl. Part of Homura would like to believe that was because she had shot him multiple times when he got close to the pinkette. But that had never worked before, and Kyubey had never once retained any memories of previous timelines. While it _was_ possible that something had changed and Kyubey was actually afraid of her for some reason...

Homura was not that hopeful. She was severely worried that something had happened that she had missed. There _had_ to be a reason that Kyubey was avoiding Madoka. The only question was... _why_? That was what she wanted to know, but the time-traveler was not about to ask the little monster herself. She interacted with the Incubator as little as possible, preferring to just shoot him and be done with it. So, with questioning the Incubator out of the question, her next best bet was just keeping an even closer eye on Madoka.

Because clearly...

 _He would not avoid Madoka unless something happened involving her. I know that, however much I do not like it._

As such, Homura stood outside the entrance to her classroom. She had done this so many times before, that she had every minute detail in the door and the sounds from within memorized. Her teacher shouting about her boyfriend troubles. Students stammering a response to her very unprofessional questions. And, of course, her calling Homura into the room.

"Come on in Akemi-san!"

Schooling her features into the perfected mask she always wore, Homura strode into the room. Her footsteps were quick and assured, each and every one measured equally. Her back was ramrod straight, eyes focused forward and on the teacher. Saotome looked much the same as ever, and the same could be said for everyone she saw out of the corner of her eyes.

Until, at least...her violet eyes fell on Madoka Kaname.

 _What? That is...she never..._

Homura's cool and collected exterior didn't change, though her footsteps became ever so slightly out of step. Only someone intimately familiar with her would notice the slight stumble before Homura recovered, but the very fact it happened spoke to the shock running through her system. And over something so relatively minor to anyone else.

Madoka's beautiful pink hair was tied back by _pitch black_ ribbons.

The other girl had only ever worn pink and _very rarely_ yellow ribbons. Homura, in point of fact, struggled even with her memory to recall a time where Madoka Kaname had worn _anything_ in black. That color was one she had never associated with the pinkette, not once. And it was certainly possible that what was happening was minor and nothing to worry about. Perhaps her mother had randomly given her black ribbons.

But Homura had long ago learned that despite the subtle differences and variations in timelines, _nothing_ happened by chance.

"Hello, my name is Homura Akemi," she smoothly covered the worry, looking out at the class, "It is a pleasure to meet you."

Bowing slightly, the time-traveler continued to watch Madoka out of the corner of her eye. Normally, the other girl would look at her with awe, until she actually acknowledged her. At which point it would go one of two ways...the pinkette would be terrified of her brusque and cold nature, or she would latch onto her and want to be Homura's friend. The last timeline was a case of the latter.

This time though, she was just grinning widely, staring directly at Homura. Who didn't know how to think about that grin. Perhaps it was the ribbons throwing her off, but it didn't look like one of _Madoka's_ grins. It was too wide. Her smiles were smaller and kinder. This one...felt off. She couldn't describe why, but it did. There was still the chance it was the ribbons influencing her thoughts...

But Homura felt like something was very wrong.

"Akemi-san?" Saotome asked, "Is something wrong?"

"No," Homura shortly replied, heading for her seat near the middle of the class.

She needed to find out what was going on...but she couldn't do that with everyone looking at her. If experience was any indication, she wouldn't have to wait very long as the least, regardless of anything else. After all...if _she_ didn't go to _her_ , then Madoka would come instead.

 _-0-0-0-0-0-0-0-0-0-0-0-_

Despite the incessant chatting of the girls around her, Homura didn't hear any individual words. She didn't even know the names of these girls, despite seeing them for what might be one hundred or more times. In the first few timelines she had been too shy...after that, every bit of her energy was committed to helping Madoka and- very rarely -the other Magical Girls. Never to socializing with random girls who would never, and _could_ never, understand what she was. What she had been through, and continued to go through. As such, she didn't even bother acknowledging all the questions being directed at her.

Instead, Homura's full attention was on Madoka, who got up and walked over to her. This appeared to be one of the timelines where Madoka would make the first move then. Perhaps it was better this way, since it would give Homura more of an idea what was going on with her friend. Something she was still _very_ lost on, to say the least.

"Excuse me," Madoka spoke up, her voice lower than normal...yet another thing that got Homura's nerves shot, "Akemi-san needs to see the nurse for her medicine."

The other girls shared a look, before apologizing and moving off. For her part, Homura stood up and looked at her friend. Madoka's grin remained firmly in place, as she nodded up at the taller girl.

"Sorry about that," she continued, "We don't get many transfer students."

"It's fine," Homura replied warily.

"Follow me then."

With that said, the pinkette spun on her heel in a very un-Madoka like manner, heading for the door. Homura watched her go, before giving a minute shake of her head. Following the other girl out of the room, she walked with Madoka through the familiar halls. Along the familiar path that she had taken so many times before. Unlike many of those times, Madoka was walking in front of her however. And at a fast pace as well, again, completely _unlike_ her. What...had something happened to her only friend?

Had she already failed this timeline before it even began?

The very thought made her ill, as she kept her face carefully schooled behind her mask. Homura followed behind Madoka, not saying anything. Somehow, she got the feeling the other girl wanted to make the first move. She didn't know where the feeling came from, but it was certainly there.

"So, Akemi-san?" the pinkette finally spoke up, "Do you mind if I call you Homura?"

"That's fine," she replied, "if I can call you Madoka."

There was silence at first, before the other girl nodded shortly, "If you want Homura- _chan_."

And now she was placing an odd emphasis on the honorific. Just _what_ was going on with her friend? Homura didn't have an answer, as they moved into the familiar walkway, empty as ever as it connected the two portions of the Middle School. This area was familiar to the Magical Girl...more than any other part of the school. It was here, where Madoka first befriended her...first said her name was cool, and that she should live up to it. Here where Homura had found a new meaning in life, even if she hadn't recognized it until after Mami and Madoka had saved her from that Witch. Homura would always remember that first timeline for that...for Madoka giving her a reason to live.

Since then, this walkway had become the place where she tried to do the same. Talk to Madoka, and convince her to not contract with Kyubey without actually mentioning the little monster. Madoka very rarely listened, oftentimes deciding here that Homura was crazy at the least. It was something that she had gotten used to, even as she continued trying it. But this time...it looked like it would be more similar to the first timeline. Because Madoka spun back around, looking at Homura with pink eyes that were nearly as dull as her own violet ones.

A look that should _never_ be in Madoka Kaname's eyes.

"Homura-chan?" the girl asked, voice still as low as it had been.

"Yes Madoka?" Homura asked back, an ever so slight frown crossing her face, "Is something wrong?"

" _That_ depends," Madoka replied, "Have _you_ noticed anything wrong, Homura- _chan_?"

The emphasis on her words was starting to get under Homura's mask in ways that she wasn't used to, "Why would something be wrong? I...just started school, so I would not notice if something was wrong."

"We both know that's a lie Homura-chan."

Understandably, the Magical Girl felt her blood run cold at that tone of voice. Madoka knew more than she was letting on. But...

 _Kyubey. That little rat must have told her something before he started avoiding her. When I see him again..._

"I thought the ribbons would have been enough of a clue," the pinkette continued, sighing dramatically, "Apparently not. Did you really not notice I'm wearing black?"

"I noticed," Homura replied, keeping her stoic appearance by some minor miracle, "I assume you wore black ribbons normally. Today is the first time I have seen you after all Madoka."

Another dramatic and very much unlike her sigh came from Madoka, "Do us both a favor and stop _lying_ Homura-chan."

"But I am not lying..."

"Yes, you are!"

That shout, coming from that mouth, was enough to break Homura's mask, as she backed up slightly. Her violet eyes widened just as slightly, though on _her_ face that spoke volumes to her emotional state. Madoka's voice had gone...dark. That was the only way she could describe it. There was very real anger in her eyes as well, something that Homura for the life of her could never remember seeing. Even in timelines where Madoka got angry with her or Kyubey, the most she ever saw in those pink eyes was frustration and maybe _very minor_ anger.

What she was seeing now was pure rage. The likes she would expect to see in the red eyes of Kyoko Sakura, if any at all. She would never have expected it from Madoka. The very _idea_ of anger in her eyes was something that seemed even more wrong than the idea that Magical Girls were Witches. Madoka Kaname did _not_ get angry. She did _not_ scream at someone. Especially not at Homura.

"Ma...Madoka?" cursing the return of her stutter, Homura attempted to restore her stoic mask.

The anger didn't fade, as the pinkette stomped forward, glaring up at the girl who dearly desired to be her friend, "You and I both know the truth Homura-chan. This isn't the first time we've met. Not even the hundredth time you've met _me,_ if what you told me was true. So stop lying."

 _She...she remembers? Impossible! Madoka has only ever had fuzzy memories, not actual recollections of the past timelines. And not even the timeline immediately before one at that...I told her the truth, right before we fought Walpurgisnacht. How...how does she remember?_

"You remember?" Homura asked slowly, hoping against hope that she didn't.

"I remember the last timeline, how you left me," the shorter girl replied, anger only slightly softening, "Not that I can blame you. If you had stayed I _would_ have killed you. Witches aren't much for thinking, especially not when we're just born."

"When..."

 _When_ we're _just born? That means...no. No no no no no no no no no no no no no no no. No!_

"You are not Madoka, are you?" Homura slowly moved back, hand going to her Soul Gem.

"Nope," the pinkette popped the p in that word slowly, reaching down the collar of her uniform, "you know _who_ I am, Homura-chan."

When she finished saying that, 'Madoka's' hand came up, holding a chain. And dangling from that chain, was a sight that the time-traveler had never wanted to see again.

A black orb, hollowed out completely unlike the vast majority of its comrades. Inside a ribcage of dull metal, sat the shape of a shooting star, shooting 'up' through a ring of metal at the top of the orb. When the 'star' reached its destination, it merged into a spike at the top of the round object, extending further up from its peak. There was the shape of a teardrop at the top of _that_ spike, with an otherwise cute pink ribbon tied to the top of it.

It was the pink-haired girl's Grief Seed.

"Kriemhild Gretchen," Homura finished backing away, purple light surrounding her. At this point, the entire school was in danger and it didn't matter at all if someone saw her transform.

The moment her shield was on her arm and her Magical Girl outfit on her body, Homura pulled out a high-caliber assault rifle. The weapon was aimed directly at the monster in front of her. The monster wearing Madoka's skin.

"Are you going to shoot me Homura-chan?" Kriemhild asked almost casually, returning the Grief Seed to its place under her uniform. A small smile was on her face, as she looked down the barrel of the gun.

"I have every reason to, monster," the Magical Girl replied, for once allowing her true feelings to shine through, "It should be impossible for you to be here...let alone in that form. You should be in a Labyrinth...and no one around you should be alive."

"True, and that would happen if I _could_ make a Labyrinth," the pink-haired monster replied, "But since I can't, I'm not."

Homura frowned, "What do you mean?"

"I mean what I said _Homura-chan_ ," Kriemhild replied, "I can't make a Labyrinth. Maybe it's because I'm in this body, maybe not. I'm not even sure how I ended up like this, to be honest."

"...you sound oddly sane."

Though, in all honesty, Homura thought that _she_ was insane for holding a conversation with this monster instead of ending her. But the combination of looking at _Madoka's_ face, hearing _Madoka's_ voice, and the fact that this was a Witch who hadn't immediately attacked got her attention. And, part of her was hoping to figure out how this had even occurred. The very last thing she wanted was to go back again at the end of this month, only to find out that Madoka was still gone...replaced by the heart of her despair.

For her part, Kriemhild held a finger to her mouth, "Do I? I suppose compared to Oktavia-chan or the others, probably. I blame that on whatever put me in this body...I know that if I were still the way I'm supposed to be, nothing would matter but saving everyone. Wiping out all evil, and making a perfect world in my Labyrinth. Wouldn't that be wonderful Homura-chan?"

Claims to sanity or not, Mad...Kriemhild's voice grew rather fanatical at the end of that sentence.

"I fail to see how destroying Earth would be a perfect world."

"Perhaps, you just can't see it from my perspective," the Witch sighed, "the world is full of hate and anger. Darkness and suffering. War and destruction. All of these are human nature, but I refuse to believe everyone is like that. I am the Witch of Salvation...the Witch of Mercy. I would destroy all the sadness and suffering in the world, and create a new, perfect world from what was left."

The girl shook her head after that, wan smile crossing it.

"If I could. I can't though. Right now, I couldn't even win in a fight against you Homura-chan...I have power, but it's nothing on what _you_ can do," Kriemhild looked directly into the violet eyes across from her, "So I'll ask again...are you going to shoot me?"

Homura knew. She knew that by all rights she _should_ shoot Kriemhild Gretchen down before the Witch wearing her friend's face could become a danger to anyone. But she just _could not_ pull the trigger. She had been deeply, irreversibly, scarred by the time she had to kill Madoka. She just...she just couldn't shoot the face looking at her, no matter who was behind it. Madoka was, as ever, the only true weakness of Homura Akemi. Even if the girl in front of her wasn't Madoka, that did not change.

She just couldn't shoot Madoka's body in the middle of the school, when it wasn't even fighting back. If this were in combat, or in a Labyrinth...perhaps, then, she could push herself past the visual. But she couldn't do it...not here, not now.

"I..."

Kriemhild's grin returned, "Can't pull the trigger _Homura-chan_?"

"No."

"Thank you for that."

For the second...third...however many times it had been, Homura's brain ground to a halt. Had a _Witch_ just thanked her for not attacking?

"Believe it or not Homura-chan, I have no intentions of hurting anyone in this building," Kriemhild continued, "Do you really think I would attack Sayaka-chan? Hitomi-chan? _You_? No, if I were a wild Witch in my true form I would attack. I would still try to save as many as I could, especially as very few here are old enough to truly be beyond saving in my perfect world. But in the form I'm in now...I, maybe, am a bit more forgiving. I won't attack for no reason."

"I have no reason to trust that statement," Homura fired back, still holding her rifle despite the fact she _knew_ she couldn't shoot first.

"And I have no reason to believe you won't kill me," the Witch shook her head, "Homura-chan, right now, what matters to me is keeping the people I feel need to survive safe. I can't save everyone, not as I am now. I can't bring about the end of this horrible world, and bring in a perfect one without suffering or sadness. What I _can_ do, is help you."

Homura could not believe her ears, "Help me? Help me fight other Witches. Help me protect a world that doesn't deserve it."

"Not so much the last one, but yes."

"You know the moment that Mami Tomoe or Sayaka Miki- leave alone Kyoko Sakura -find out what you are, they _will_ kill you."

Kriemhild sighed, and for a split-second, Homura could have sworn she saw sadness in those pink eyes, "I do understand that. I honestly expected it to be you who killed me though. I know you too well Homura-chan...I don't know how I remember, but I know enough from when we met. You don't let any threat go by."

A mirthless chuckle accompanied that final statement.

"And I imagine I'm the biggest threat you know, outside of that _damned_ Walpurgisnacht."

For whatever reason, Homura was starting to get the feeling that this Witch was far from normal. Even for what she was. She didn't know if some remnant of Madoka remained in that body. Or if just being in human form was influencing her thought process. But Kriemhild seemed less mindless monster, and more highly dangerous and temperamental girl. Even when a hint of fanaticism snuck into her her words when she spoke of her 'perfect world', she sounded entirely too sane.

Entirely too _human_.

"That would be an understatement," Homura slowly lowered her rifle, though she refused to remove her sight from Kriemhild.

"Good point," that entirely un-Madoka like grin was back, "so, Homura-chan. Are we partners again? Just like old times?"

Homura shook her head, "Just because I am allowing you to live, does not mean I have any intention of working with you. As you already know my abilities...I only intend to see how you develop, until I can go back and save Madoka properly."

"Maybe that's what you want to do _Hooomuuurra-chan_ ," Kriemhild's grin turned devious, "but I'm not leaving you alone. You are the one I want to protect the most. If I can't have my perfect world, I want _you_ at least."

Somehow, Homura didn't doubt that she would have many problems dealing with this strange Witch.

* * *

 **AN:...as above, not entirely sure where this one came from. I think it's from reading the _other_ Gretchen story currently ongoing. That got my mind thinking, and this was the result.  
**

 **Important thing to note: Gretchen is _sorta_ sane. As sane as any Witch can be. But she is _not_ Madoka with rough edges. There are going to be bits and pieces of everyone's favorite pinkette in there, but for the most part, Kriemhild Gretchen does not equal Madoka Kaname. She won't hesitate to tear anything apart if she feels it deserves it or it threatens her. On top of that, her personality has _wild_ swings, as shown here. Angry one second, fanatical about her perfect world the next. And she's got a mischievous side, at least when it comes to Homura.**

 **Basically, only Homura is really safe around her. Even Sayaka isn't, not to the same extent.**

 **As to how she ended up like this? We'll have the start next chapter be her perspective on ending up in this Madoka's body, but otherwise, I'm not saying anything for quite a bit.**

 **Hopefully, this worked out. I guess we'll see what the readers think. Remember, this is a test drive of the idea. I have it plotted out and am probably going to start the second chapter as I post this...but I want to see how much interest there is too.**

 **So drop a review on the way out if it interests you!**


	2. Chapter 2

**AN: Well...that was humbling. I've never seen a Madoka fic jump to 18 reviews so fast...hell, I don't think I've seen one get that many for an individual chapter- leave alone the _first_ chapter -since I got into the fandom.  
**

 _ **Thank** **you**_ **everyone! Also, yes this chapter is up quick...see the bottom.**

 **Hope everyone enjoys it!**

* * *

Madoka Kaname looked up at the ceiling of her room, finding it difficult to fall asleep. She had been feeling...off...all day in fact. Like something really wrong was going to happen, but she had no idea _what_ that could be. Not to mention it wasn't like her to have that type of bad feeling. Madoka didn't have any problems with her life, not really. So for her to feel like something was wrong was...rather odd, really. Hence the fact she was unable to sleep, tossing and turning in her bed before giving up and looking at the ceiling.

 _I wonder what it is?_

The pinkette sighed softly, before rolling onto her side, hands reaching out to clutch one of her favorite stuffed animals. The big bear had been with her since she was a kid, and even now was a major comfort for her. She knew that Sayaka would laugh at her if she saw it, but that didn't matter much to Madoka. She clutched tightly at the shirt on the stuffed bear, shutting her eyes in an attempt to sleep. The comfort of her familiar stuffed animal proved to work wonders in that regard. Madoka's grip gradually loosened, as the elusive slumber finally began to come to her.

But even when her breathing evened out, the girl would not be spared from her bad feeling. Her dreams were a collection of images of an unfamiliar girl, fighting horrible, terrifying monsters. Madoka saw herself holding a bow, fighting by this girl's side. She saw them fight for what felt like months. But her breathing would pick up, when she saw the end of the dream. There was an instinctive sort of fear in her system, even as she had no idea what she was seeing. Even though she was just dreaming.

 _Homura-chan. I don't want turn into a Witch. Please help me. Help me Homura-chan. Help. Help._

It was only when the darkened pink gem in her hand shattered, that Madoka's eyes snapped open. And it was not just her eyes.

 _No! I don't want to..._

Her mouth was also open, in a silent scream as pink light flashed from her chest. Pink light that began to fade to black, as the pinkette's body shook in her bed. Pain the likes of which she had never felt ran through her, forcing her to clench her legs to her chest. Madoka couldn't think past the pain, eyes squeezed shut now. Her head felt like it was being split open, a pounding headache joining the pain in the rest of her body.

 _I...I..._

The light, vibrant pink of her soul, faded completely to black. Madoka slumped in her bed, a dark black orb falling on her chest.

"Protect. Save. I must save everyone."

Soft muttering came from the girl, eyes still tightly shut as she blindly reached out for the orb.

"Must create a perfect world. Have to end suffering."

Her muttering grew more and more frenzied, as the girl struggled to find the orb.

"Destroy. Destroy all sadness."

Her eyes finally snapped open, red tint to the normally pink coloration. Madoka's hand clenched on the orb, bringing it to her face. She stared long and hard at the object, before her arm fell down. A soft laugh came from her lips, a laugh tinged with insanity. A laugh that would never have come from her lips in any other situation. Madoka was sane and perfectly average, in every meaning of those words. She was not a problem child. She had never _been_ a problem.

But then...

"Homura-chan. You brought me back with you? Right?"

This wasn't Madoka Kaname.

"How did this happen?" Kriemhild Gretchen held a hand to her head, shock at feeling a _human_ face running through her jumbled mind, "I was saving everyone. But Homura-chan left me behind. I should have stayed behind, and made a perfect world."

Instead...she found herself laying in a familiar bed. A bed that she had forgotten when she was 'born', so to speak. Yet, her memories of her life as Madoka were coming back, very slowly. Memories of fighting together with Homura Akemi. Fighting with the girl who, while mysterious, did everything she could to help her out. Train her, and be a friend to lean on when being a Magical Girl became too much. When Sayaka succumbed and Kyoko sacrificed herself to end the 'danger' that Oktavia presented...Homura had been there for Madoka. Been a shoulder to cry on, and a rock to keep her sane. Madoka had been very attached to Homura because of that.

Kriemhild, in her own way, was much the same. Though in her case, it was not the emotional support. She valued Homura for her skills, and the way the girl had always helped. And yes, maybe some emotion was in there as well. But she was a _Witch_. A strangely sane one, now that she was in this body. But still...a Witch. And that meant that...

Oh, who was she kidding.

"Homura-chan, you got me stuck here," Kriemhild ran a hand through the hair she shouldn't have, "and now I can't save everyone. Well, I guess I'll just have to save _you_ at least."

The other girl was _the_ most important one, to both Madoka Kaname and Kriemhild Gretchen.

"I can't even destroy the evil in this world anymore. I can't remove the misfortune and suffering. My perfect heaven...my Labyrinth...my _home_...it's all gone. Oh Homura-chan, you are lucky I like you."

Sighing heavily, the Witch-in-human-form rolled onto her side, and looked out the window of Mado...her...room. Only to have her still slightly-red eyes narrow in undisguised anger. The familiar white shape of a certain bunny-cat alien was sitting on the windowsill, head tilted as he stared curiously at the girl. Kyubey's expression was the same as ever, that maddening and hated grin refusing to leave his face. She really shouldn't be surprise the rat showed up, but even so, Kriemhild felt her temper rising as she stared at that grinning face.

If there was any one thing in this world she truly, utterly hated, it was Kyubey. The little rat was the source of the vast majority of the suffering and despair she so desperately wanted to destroy. The one who spread misfortune wherever he went. Maybe as a Witch she should _value_ him, as if it weren't for Kyubey, the girl known as Kriemhild Gretchen would not exist. But that did _not_ balance out for the suffering he spread. Her entire purpose, her entire reason for existing as the Witch of Salvation, was to cleanse the world of this pain and make a perfect world in its place, one where everyone was safe and happy.

He spat on all of that.

"Kyubey," Kriemhild spoke, her voice short and harsh.

"Fascinating," the furball replied, "You know who I am? I have never contacted you before Madoka Kaname."

"Oh you have. And my name is _not_ Madoka."

"Interesting."

"That's all you can say?"

The rat jumped into what was now her room, strolling up to the pinkette. Kyubey looked up at her, scratching his ear absently, "I know the names of all potential Magical Girls. You _are_ Madoka Kaname. Are you not?"

"No, I'm not," the Witch countered, "I'm surprised you haven't realized it yet... _Kyubey_."

"Hm," he didn't change expression, carefully observing Kriemhild, "If you claim to not be Madoka Kaname...then who are you?"

Kriemhild laughed, the slightly unhinged sound getting Kyubey to tilt his head further, "That's funny. You're the entire reason I exist Kyubey, and you have no idea. I thought you knew _everything_."

"That is interesting. You claim that you exist because of me, yet I have never encountered you before."

"Maybe not me, but you should know _what_ I am."

Before the rat could reply, Kriemhild held her Grief Seed in her hand. Kyubey's eyes zeroed in on that, his expression remaining stubbornly the same, other than a slight twitch of his body. At least she had gotten that much.

 _Damn rat._

"A Witch in a human body?" Kyubey actually sounded _interested_ , "That is impossible. If it were possible, we would have known."

"Well, I'm here so it's not impossible," Kriemhild, by contrast, had more than a little smugness in her voice, "maybe you think I should thank you for that?"

Kyubey didn't show any reaction, "Perhaps, if that is what you wish. I have never understood the human concept of gratitude. As a Witch, I would not believe _you_ could understand it either."

"I wouldn't normally. But in this body, let's just say I'm not your average Witch. So, _Kyubey_...any idea how this happened?"

Honestly, Kriemhild didn't expect an answer to that question. She had her own idea on what had happened- _Homura-chan..._ -but she doubted that Kyubey had any ideas. He didn't know about Homura, so he couldn't possibly make that assumption. And she wasn't going to tell him either. She hated the little rat, so why would she sell out the one person she cared about to him? That wouldn't be a good idea, and even a Witch could see that. Perhaps a Witch could see it better than a human...Kriemhild knew that she couldn't trust anyone. Not even Homura.

And most certainly not Kyubey.

"Not at all," the rat answered, absently swishing his tail, "as I said, this is an anomaly. No Witch has ever retained her original body. Nor have they ever been anything but mindless monsters, most certainly not capable of logical thought. This is an...interesting...situation."

As he said that, Kyubey jumped back to the windowsill, flat red eyes not once leaving Kriemhild's face, "Perhaps you can explain? I am interested in learning exactly how this came to be. I would assume you possess _some_ memories."

"Hmm..." the Witch tapped her chin, "Maybe I do, maybe I don't. But..."

Her hand gripped her Grief Seed tightly, dark energy flowing from it into her body.

"I don't think I need to tell _you_ that. After all, you didn't ask me my nature as a Witch."

Kyubey continued to show no emotion, "What exactly is that?"

"Kriemhild Gretchen. Witch of Salvation, with the nature of mercy. And you want to know something Kyubey?"

"Yes?"

"My perfect world has no sadness or suffering. So you and your antics? _I hate them._ "

Dark magic flew out, surrounding Kriemhild's body. Darkness that obscured everything in the room, including the girl herself.

And Kyubey never knew what hit him.

* * *

 **Mitakihara Middle School**

* * *

Standing beside Kriemhild, Homura Akemi wondered why there was an almost sadistic smile on her face. And promptly decided she did _not_ want to know. Seeing a smile like that on _Madoka's_ face was almost more than she could handle as it sat. She didn't even want to _think_ about what was going on in the Witch's head. It would be something that would make it all the harder for her not to shoot Kriemhild...Homura knew that much. And she already was only holding back because it was _Madoka's_ body, and the fact that she needed to discover how exactly this had happened before she even thought about doing something.

And unfortunately, she didn't have the slightest idea of what could have caused this. Nothing she had any experience with could have possibly left her walking side-by-side with a Witch in her only friend's body. Witches left behind their human bodies, becoming the monsters she was familiar with. Kriemhild had been no exception to that rule. So how then...had she come back in time with Homura, and on top of that, hijacked Madoka's body?

 _I need to research this. There has to be an answer somewhere...I must find out before I reset. I cannot allow this to happen again._

"Madoka!"

Head snapping up at that, Homura saw Sayaka Miki waving happily in the distance. She couldn't say she was fond of the bluenette...not when oftentimes it was her self-destructive tendencies that got Madoka killed. Or ruined any and all attempts at teamwork with the other girls.

But, at this point, at least she was _familiar_.

"Hey Sayaka-chan!" Kriemhild waved back, doing an impersonation of Madoka that would fool anyone but Homura and perhaps her parents.

"Where'd you run off too?" Sayaka asked, once they had reached her, "And why's transfer student with you?"

Kriemhild frowned, "She has a name Sayaka-chan. And I had to take her to the nurse. Homura-chan needs her medicine...right?"

Her elbow jabbed into Homura's side. The time-traveler had to resist every impulse she had to draw a weapon and open fire. If it had been Madoka, she would have just moved away and sent a disapproving look. But to say she didn't trust Kriemhild Gretchen would be the understatement of the century, if not human history.

"Yes..." instead she slowly answered, sending a glare at the Witch.

"Oh," the blunette scratched her head, "Sorry about that Akemi. I just worry when Madoka runs off on her own, y'know?"

"Of course," Homura answered, mentally adding, _Far better than you could ever know or understand Sayaka Miki._

"I can handle myself perfectly well," the pinkette reminded them she was there, crossing her arms irritably.

Sayaka just shook her head in clear amusement, "Man Madoka, you've been so much more assertive lately. I'd almost say you're a different person!"

"Maybe I am?" Kriemhild grinned widely, her pink eyes glancing at Homura.

Who felt sick at the reminder that the girl next to her was not, and never would be, Madoka.

"Yeah, something's different, that's for sure."

In any case, Sayaka seemed more amused by the change than anything. Homura somewhat expected that...Kriemhild was acting _enough_ like a more assertive Madoka, that it could be passed off as such. The bluenette probably just thought her friend was goofing around, or going through a phase or something of that nature. She had no way of knowing that Madoka Kaname was dead and gone, replaced by a monster wearing her skin. Homura knew that when Sayaka inevitably contracted, that would change.

She could only imagine the betrayal the bluenette would feel when she discovered that her 'friend' was the monster she was supposed to fight. Homura already felt it herself, far more potently than anyone could hope to match. And Sayaka was far from the only problem in that regard.

 _I fear the day when Mami Tomoe discovers the truth. If Kyubey has not already informed her for some reason._

Homura didn't fear Mami. She knew exactly how the blonde fought. Exactly how to mentally manipulate her in combat, if not outside it. But that did not mean she looked at the inevitable conflict with hope or excitement. Despite the fact that she should be working with Mami to destroy Kriemhild...

The time-traveler found herself sick at the thought of Mami attacking. At the heart of the matter, it was still Madoka's body. And Homura _needed_ Kriemhild alive, at least until she could identify how to kill her without sending her back again. So it was quite likely that would bring her into conflict with Mami Tomoe. After all, no matter what Kriemhild _was_...she was still a Witch. And Mami would not hesitate to kill any Witch.

It was her meaning in life. Just as it was Homura's to save Madoka.

"You okay there Akemi?" Sayaka's voice broke in.

"Yeah, zoning out _Homura-chan_?" Kriemhild added, though her voice was less curious and more annoyed.

For her part, Homura flicked her hair behind her, "No, I was not."

"If you say so," the bluenette shrugged, "So, Madoka? What do you want to do after class? Hitomi wanted to head to the mall for some food. You up for that?"

"Only if Homura-chan is."

Sayaka blinked, "But..."

"I said what I meant Sayaka-chan."

The bluenette bit back an annoyed sigh, turning to Homura, "Do you even want to come Akemi?"

"Not particularly, no," Homura replied shortly, "I have work I need to be doing."

"Then it's settled," Kriemhild nodded, "I'll go with Homura-chan."

For what might very well have been the first time, both Homura _and_ Sayaka sent each other a look. Annoyance, not directed at each other. Though to be fair, part of it _was_ directed at Homura by the other girl. But the time-traveler reserved all her annoyance- at least for the moment -for the Witch. Just because she needed her alive, did not mean that she had any intention or desire to spend time with Kriemhild. It was annoying.

"Madoka..." Sayaka attempted, "I thought..."

"Can't I have new friends?" the Witch cut in, sending an 'innocent' look at Sayaka.

Who sighed heavily, "Yes, I mean...that's good that you're friends with Akemi...already. But what about me and Hitomi? Don't you want to..."

"Sayaka-chan, we _always_ spend time together. What's wrong with me spending time with Homura-chan?"

"Uh...nothing? But...Madoka..."

"It's settled then! See you tomorrow Sayaka-chan!"

Before anyone, even Homura, could react...Kriemhild had her arm firmly around the time-traveler, and was dragging her off. Homura looked at Sayaka, who looked a curious shade of red. This was not off to a promising start...if the Witch could not even _attempt_ to act like Madoka- who was always more interested in getting her friends to be friends with each other, not splitting them apart -how was she supposed to blend in at all? Not to mention Homura did _not_ appreciate being dragged along like this. She had never enjoyed physical contact much, outside rare hugs from Madoka.

Being pulled by a _Witch_ wearing her friend's skin was not exactly pleasant for her. But even more so than Madoka herself, Kriemhild had a lot of strength hidden in that small frame. Homura's attempts to pull her arms free didn't come to much, other than getting the Witch to tighten her grip to an almost painful level. Almost painful because Homura cut off feeling to her arm when it became apparent that Kriemhild _wanted_ her to stop struggling. This Witch...girl...was even more forceful than she was.

"Stop fighting already," Kriemhild hissed at her, as they moved out of sight of anyone else.

"I see no reason for you to drag me like this," Homura shot back.

"If you would have come with me, I wouldn't have to. I told you Homura-chan...we're partners, even if you don't _want_ to work with me."

Homura frowned, "As I said, I have no reason or desire to work with you. We are neither friends nor comrades. You are a Witch, I am a Magical Girl. We should be _enemies_."

"And I am enemies with Magical Girls," Kriemhild replied with more than a little annoyance, "If only because other than you, they'd kill me on sight. But you aren't like the rest Homura-chan. You're my friend."

"No, I am not. _Madoka_ was my friend. You may be wearing her face, but you are not her."

With that statement, Kriemhild finally released her hold, turning her eyes on Homura. Who saw a tinge of red in them, as the other girl glared up at her once again. Her temper was the equal of Kyoko Sakura...if not worse.

"You are my friend," the Witch repeated, glare daring Homura to argue the point, "My only friend. Homura-chan, I'm a Witch as you like to point out. I should have no need for friends, but Madoka was not a normal girl and I'm not a normal Witch. Believe me when I say the average Witch would only be concerned with herself, and hunting. Hunting for food, and to spread despair and suffering."

The time-traveler's eyebrow shot up in clear disbelief, even on her mask, "And you are not?"

"No!" Kriemhild practically screamed, "Never Homura-chan. I told you already...even when I had my Labyrinth and was 'normal' for a Witch...what _I_ wanted was a world _without_ misery and suffering. A world without any grief or despair. Yes, I would crush and destroy the sources of that despair...I still will, if given the chance. But at my heart...I want to _save_ people. Those who deserve it anyway...like you! I _need_ you as my friend Homura-chan...I can't do what I need to do. Can you imagine what it feels like to be a Witch that can't even make her Labyrinth? I feel _naked_! I'm not safe!"

It seemed very contradictory to Homura. Here was a Witch, a creature of despair that existed to spread that darkness. They fed off of it...off of suicides and murders that they _forced_ humans to perform. Yet, Kriemhild was proclaiming the exact opposite. That she wanted to end all of that, killing every Witch in the process even if she didn't mention that point. On top of that, she seemed quite vehement in her desire to genuinely protect those she felt deserved it.

Though, who knew how arbitrary that the Witch would be in that judgement. Homura was willing to be that only a pitiful fraction of humanity would be deemed 'good' by a Witch. Even one as strange as Kriemhild was still, at her heart, one of those monsters. She would have a different moral code, if one at all. And she _would_ kill most of humanity.

Homura couldn't forget that.

"So you say," the time-traveler flicked her hair again, "though I have no evidence to believe this claim."

Kriemhild's lips pressed into a thin line, "Nothing I say will convince you?"

"No."

"Of course," the Witch shook her head in annoyance, "Fine then. I'll just prove it through my actions Homura-chan. What were you planning to do today?"

"Hunt Kyubey," Homura answered, "As that is no longer needed however..."

Clearly, that wasn't a lie. At least now she had an answer to why Kyubey had been avoiding Madoka. If Kriemhild was even _remotely_ telling the truth, she would hate Kyubey nearly as much as Homura herself did. There _was_ no greater source of misfortune, grief and overall misery in the world than the Witches, and they would not exist were it not for the Incubator.

To be fair, neither would Kriemhild. But Homura didn't think the Witch cared about that, if she were telling the truth at all.

An almost scary giggle came from the Witch, "Yeah, you don't have to worry about Kyubey. Though I wouldn't complain about killing him a few times either. That's something I enjoy a lot."

Hearing those words in Madoka's voice almost gave Homura a heart-attack.

 _I will never, and should never, get used to that._

"Killing him is no longer necessary," Homura continued, "the only reason to do so would be to prevent Sayaka Miki from contracting. That is neither my problem nor my business, now that I no longer need to protect Madoka."

"Sayaka-chan...nothing we did would stop her anyway," Kriemhild nodded, "and I'd rather avoid Mami if at all possible. That's another reason to stick with you Homura-chan...you don't like her, so I don't have to worry about running into her. She'd shoot me before I got a word in."

"Yes, she would."

Not much point in denying that fact. Mami shot first and asked questions later when it came to Witches...though this situation _might_ make her hesitate. Maybe. Okay, probably not. The only hesitation at all would be because Madoka's body was the Witch, and that wouldn't be enough to stop her. It might just _break_ her, especially if she realized the truth. But it would do nothing to stop the blonde at all.

"So, what are we going to do then?"

Homura sighed softly, " _I_ am going to gather Grief Seeds. With no need to monitor Kyubey, I can increase my supply quicker. If I am to beat Walpurgisnacht, I must have enough magic."

"So Witch hunting. I can help with that."

"I do not want..."

"Homura-chan," Kriemhild held up a hand, "I'm a Witch. We avoid each other, and you never thought how we do that?"

"...no."

The Witch laughed, though there was less mirth in it than a Madoka laugh, "We can sense each other even better than Magical Girls can. I can find you Witches a lot faster than you could."

"I know where Witches will appear."

"Maybe, but you never know. Things are clearly not the same...right?"

 _That, would be an understatement._

If there was one thing Homura was realizing though, it was that Kriemhild Gretchen was _not_ going to leave her alone. Then again...at the very least, it _would_ make it substantially easier to keep an eye on her.

Look at the positives. It was the only way she had remained sane to this point.

* * *

 **AN: There we go. Is it bad that I'm finding Kriemhild rather fun to write? She's a character I'm not used to that's for sure...closest would probably be ole Metal Mask in SEED...but that's not the same.  
**

 **Hopefully, I'm doing a good job with her.**

 **Now, as above...there's a reason this is up so fast. Mostly because that many reviews lit a fire under me, and made me want to get at least one chapter up quickly. I'm going to _also_ use this though...to see what the schedule is. Three options here, let me know which you readers want:**

 **1\. Update whenever a chapter is done. Pro here would be that it _could_ equal fast postings like this one. Cons, on the other hand, include that writers block _is_ a thing. So this is the most likely to get a schedule slip...since I wouldn't build up a support net of chapters before posting.**

 **2\. New Hope-style (update every 5 days). This is still faster than average, but it gives me time to build up a surplus.**

 **3\. Standard weekly updates. Gives me the most time to make up spares, but it is also the slowest. For a certain value of 'slow' anyway.**

 **Let me know what you all want!**

 **Reviews:**

 **Guest, TwinCarcino, yoru no kodomo, DrSnakesUchiha, laryssa1234, Thirsty Reviewer,** **Arararararargi Rage** **:** Thanks for the reviews!

 **A simple fool:** Yeah, _Never Alone_ is a much happier story, I can say that much. Ironically, one of my other ideas for this was a literal reverse Rebellion...Homura caught in Kriemhild's Labyrinth.

 **Puella. Magi . Kuro . Magica :** I saw your fic. Very interesting so far! (oddly, I need the spaces or your name doesn't stick)

As for Kriemhild...I don't think she'd go that far. Maybe.

 **scapheap:** Glad you like it! And yeah, it is ironic how ideas can develop along the same lines, even when so random.

 **kayceenorth:** Well, I'm glad you like it.

 **Nobody Smurf:** Twilight Zone Never Alone? I can see it.

And Homura's as safe as anyone can be really. Not sure I'd call Kriemhild a Yandere though. I mean, she _is_ protective of Homura. And does want to keep her around. And does get a little possessive. And...and...

Oh god.

 **Drinkie:** That fic sounds somewhat interesting.

 **Aceina:** ...it might go in that direction.

 **1C:** Nope. Let's just say how Kriemhild got to where she is isn't easy to replicate...Homulily would be, well, Homulily. Not a Witch in a human body.

 **Agnishwattas:** Well, I'm glad that the Kriemhild/Homura dynamic is working as intended.

 **wofldude16:** That's the angle I'm going for with our friendly neighborhood Witch. A dark inverse of Madoka, in more ways than one. Glad you like it!

 **DrKnives:** Well, I don't have any intention of leaving this unfinished at least.

 **AN: Thanks again for all the reviews everyone! I hope we can keep up this level of interest. More reviews=happier/more motivated author after all.**


	3. Chapter 3

**AN: I was originally planning on posting this at the 5 day mark- Tuesday, in this case -since that was the one that looked like it would work/people wanted it.  
**

 **Then I had a really crummy day, and decided I wanted to post _something_ since non-flame reviews always make me smile. This was the only story that could have a chapter posted, thus, here we are.**

 **The voting will continue through this chapter now too. Remember, the options are:**

 **When a chapter is done.**

 **Every five days.**

 **Once a week.**

* * *

"Man, why does Madoka want to hang out with the new girl so much?"

"Perhaps she wants to be friendly? It would be like Madoka."

"Yeah, maybe. But she's _our_ friend!"

"Are you _jealous_ Sayaka?"

"No!"

Hitomi raised an eyebrow, making it clear what she thought about _that_ statement. For her part, Sayaka fought down a blush, turning so she didn't have to look at the other girl. Sipping on her drink, the bluenette grimaced ever so slightly. The fact was...she _was_ jealous. Madoka always stuck with her and Hitomi, they were a team. It was true that they had other friends, but their trio was _the_ group. No others in the school were as close as they were. So it made her more than a little upset that Madoka would just up and ditch them like that, especially for a transfer student. They'd never even _seen_ Akemi before! Why did Madoka want to hang out with her instead?

 _I know that Madoka's all friendly and wants to meet new people, but still..._

Sayaka sighed softly, looking down at her lap now. She shouldn't be getting angry, she _knew_ that. It was Madoka's choice who she hung out with, and she shouldn't take that from her friend. But at the same time...Madoka was her second friend after Kyosuke. She didn't like the idea of someone who meant so much to her, ditching her for a girl neither of them knew. It was jealousy and worry all wrapped into one, and it did _not_ feel nice for her. It was why Sayaka was trying to avoid looking at Hitomi, who was not happy with her moodiness. She'd rather not be lectured, thank you very much.

"Look, Sayaka," didn't mean Hitomi wouldn't try, "are you worried about Madoka? Or just angry that she left?"

"...a little of both? I think?"

"Don't be," the green-haired girl replied softly, "I'm not. Madoka is our friend, but that doesn't mean she can't make new friends. Akemi-san seemed nice enough, and it isn't our place to get in the way of them if they want to be friends. I'm certain that Madoka will try and integrate her in our group. It is how she is."

"I know that," Sayaka sighed again.

"Then don't worry. Madoka will be back when she wants to talk to us," Hitomi finished with the soft and gentle smile she was famous for. The one that made boys- and a few girls -swoon all over.

For her part, Sayaka just grinned back. Madoka was the paragon of niceness, but Hitomi was the kind and mature one who tried to help with her friend's problems. Despite the fact that she rarely had any free time of her own. Sometimes, the bluenette really wondered what she had done to get such a pair of great friends. Most of the time it felt like she didn't deserve them, to be completely honest.

"I guess you're right, as usual," she elbowed Hitomi, a thankful smile crossing her face.

"Of course," Hitomi replied elegantly, before a light giggle escaped her.

"Don't wear it out," Sayaka shot back, though the grin on her face took away any bite from her words.

With another giggle, the pair of girls returned to eating their meal. Sayaka felt at least a little bit better...sure, she was still a bit angry with Madoka- and very annoyed with Akemi -but on the other hand, Hitomi _was_ right. If Madoka wanted to spend time with the transfer student, she had to let her. Her friend had been more assertive lately anyway...Sayaka got the feeling she couldn't have stopped her even if she had tried. Perhaps it was for the best to let Madoka stick with Akemi, if she really wanted to.

Not that the bluenette wasn't going to give her a piece of her mind whenever Madoka got back though. It wouldn't be Sayaka Miki if she didn't!

"Oh no," Hitomi, who had been checking her phone, looked at her friend, "I didn't realize how late it was. I have to go now Sayaka."

"Heh," the bluenette just rolled her eyes, "What is it this time? Classical dance?"

"Yes," she replied with a small smile, "I don't want to be late either. I really should be going..."

Sayaka waved a hand, "Don't mind me. Just another reason I'm glad I'm not a rich..."

Trailing off, Sayaka tapped the table thoughtfully. Not that classical dance really interested her much...but her original plan had been to hit the music store with Madoka. Since _that_ wasn't happening...

Eh, why not.

"Actually, can I come with?" the blue-haired teen got to her feet, smiling at her friend.

Hitomi cocked her head to the side, "You want to come with me?"

"Nothing better to do," Sayaka shrugged, before wincing as she realized how that sounded, "...no offense."

Her friend just giggled, "None taken Sayaka. If we're being honest with each other, I don't really enjoy it myself. But my parents..."

"...really want you to do it," the other girl finished.

"Yes, exactly."

Both girls shared a smile at that. Hitomi didn't enjoy having to go to so many formal training events any more than her friends enjoyed watching her leave. On the other hand, Sayaka could see that her friend was _very_ happy to have her come along. This was the first time that had happened actually...making the bluenette wince again. For all that Hitomi was her friend, she didn't hang out with her as much as she did Madoka. Mostly because every time the green-haired girl had to go to one of her programs, her and Madoka would just wave her off and go do their own thing.

Which, now that she thought about it...

 _Man, I was a total jerk to her._

Sayaka couldn't deny her thoughts in that regard. But now that Madoka was off doing who knew what with Akemi, she could make up for that if only a little bit. It wouldn't be much, but hey, something was better than nothing right? Maybe they could visit Kyosuke afterwords...because Sayaka couldn't remember if Hitomi even _knew_ Kyosuke, come to think of it.

Some friend she was.

"Shall we get going then?" Hitomi asked, when she noticed that Sayaka was deep in thinking about something.

The other girl started, sheepishly smiling, "Yeah, let's get going."

"Follow me then Sayaka. I don't think you know where I go, right?"

"Nope," she replied, light blush on her face now, "I've never really...had a reason to find out, y'know?"

"Yes, I suppose you wouldn't have known," the green-haired girl smiled back at her friend, "Well, it's nice that you're going to come with me anyway Sayaka."

"No problem. It's what friends are for, right?"

The brilliant smile, on Hitomi's normally dour face, made Sayaka grin back. It felt...nice...to make her friend happy.

 _-0-0-0-0-0-0-0-0-0-0-0-_

Walking through the streets of Mitakihara together, Sayaka talked about random things with her friend. Hitomi answered politely, but she didn't have the same vibrant energy that Madoka would in a similar situation. The bluenette didn't mind as much as she thought she would though...sure, Hitomi wasn't the same as Madoka, but she was still her _friend_. And that was for a good reason. It didn't matter if Hitomi was less talkative or energetic. She was still a great person. And an equally good friend.

Even if it was a bit more boring. But hey, can't have everything right?

"What do you think about Akemi anyway?" Sayaka asked, placing her hands behind her head in an effort to look casual.

"You're still worried, aren't you?" Hitomi clearly could see through that act.

"..."

"I don't know why you _are_ so worried Sayaka," the green-haired girl sighed softly, "Akemi-san seems quite nice. She is a bit quiet, but you know Madoka...she's an excellent judge of character.

Sayaka sighed herself, "I know, I know. I just can't shake the feeling that something's wrong. Madoka's acting weird, and now she's attached to the new girl who's just as weird? It's..."

"Odd?" Hitomi supplied, though the slight frown on her face betrayed her own feelings, "Yes, it is. But we have to trust Madoka. She is our friend, after all."

"...you're right. Again."

At least the green-haired girl wasn't the type to rub it in. She just sent Sayaka another small smile, before the two continued to walk to their destination. Well, Hitomi lead Sayaka in that direction anyway. She hadn't been lying when the girl said she hadn't the slightest idea where Hitomi went for her studies. Never had a reason to before now, though it made her a little guilty to think about that. Her and Madoka hadn't even _walked her there_ before. In hindsight, it really made the bluenette feel like a bit of a jerk.

Honestly, what had Hitomi done to deserve her ignoring her like that? They were friends, yeah. But Sayaka spent so much more time with Madoka than Hitomi. Why was that? Sure, the other girl was _boring_ and a bit _prissy_. And a lot more popular with the boys. She was always going on and on about her love letters. Didn't she know how _arrogant_ that sounded? How annoying it was to hear about how she had people falling over themselves to go out with her? Sayaka had never _once_ gotten a love letter. Sure, she had Kyosuke, but still. And that just made her not want to introduce her friend to the boy...what if Hitomi stole him out from under her?

It would be just...like...

 _Wait...where the_ hell _did all of that come from?_

Sayaka shook her head fiercely, trying to clear her thoughts. She had been feeling guilty about ignoring Hitomi and then all of a sudden she was acting like the other girl was the devil?

"S...Sayaka?" speaking of whom...

"What?"

"You haven't noticed?" Hitomi's voice quaked, as her hand suddenly latched onto Sayaka's own.

Blinking at the very unlike her move, Sayaka looked up. And promptly pulled Hitomi protectively to her side, blue eyes widening in a mix of shock and outright terror. Because all around her, was a hellscape. Giant butterflies and windows floated in the distance, the blue sky replaced by some sort of wall. There was barbed wire spread all around as well, blocking any movement but a long staircase far from either girl. Chains hung from the 'ceiling' adding even more to the foreboding atmosphere.

"Where are we?" Sayaka breathed out.

"I don't know," Hitomi replied, "we were walking along and I felt a bit light-headed...but then this happened."

"Same here," the bluenette replied, wincing internally at where her thoughts had gone, "so you don't know what happened?"

"Not at all."

Forcing out a frustrated sigh, Sayaka started to tug Hitomi's hand, "We need to move! I don't know what this place is, but I don't want to stick around to find out!"

Hitomi didn't argue the point, both girls moving towards the staircase in the distance. Even as they ran though, sounds began to echo around them. The sounds of distorted chanting, from all sides.

"What is that?"

"No idea. Keep run..."

Before Sayaka could finish her sentence, she and Hitomi were forced to stop their running. Human sized...balls of fluff appeared all around them. Sayaka pulled Hitomi to her again, even though her arms shook. Her whole _body_ shook. These things weren't scary looking on their own...until she thought they shouldn't even _exist_. Not to mention that many surrounding her...

Sayaka was utterly terrified, and didn't have any idea what to do. The only rational thought she had was that she had to protect Hitomi. The other girl was too...proper...to know how to fight. Sayaka didn't exactly know either. She was a tomboy, not a delinquent. But she knew better than her friend, and that meant she had to protect her.

Somehow.

"Stay behind me Hitomi," Sayaka's voice shook, "I'll...think of something."

"That won't be necessary."

Both girl's heads snapped around at that voice, unfamiliar though it may have been. Golden light flashed around them, forcing the weird cotton-ball things back. Striding through that light was a girl slightly older than either of them, with bright blonde hair. A gentle smile was on her face, as she held the source of the light in her hand. Some sort of jewel, actually.

"Sorry I'm late," she apologized, "You're both from Mitakihara Middle School, right?"

"..." Sayaka gaped at the other girl.

"Yes, we are," Hitomi got out, "Where are we?"

"That will have to wait," the older girl replied, as the puffballs started moving forward again, "I have to deal with this first."

The golden light grew even brighter, forcing the young teens to cover their eyes. When the light faded, Sayaka felt her jaw drop. The girl's outfit had totally changed! Now it resembled nothing more than a Magical Girl outfit from some anime, the image further helped by the _rifle_ of all things in her hand. She turned her head back, soft smile firmly in place.

"Stay back."

And then she jumped into the air, a veritable _swarm_ of identical rifles surrounding her on all sides. All of those weapons fired as one, bullets lancing down on the strange creatures surrounding the girls. Flashes of light marked where the rounds impacted, as the equally strange area faded back into what was now apparent as an alleyway, off the side of the street. And never before had Sayaka been so _happy_ to hear the angry shouts of commuters.

Strange how that worked.

"Well, that's done," the blonde was back in a Mitakihara uniform, smiling at the younger girls, "Are you two okay?"

"Yeah!" Sayaka answered immediately.

Hitomi nodded slightly, "Yes. Thank you very much..."

"Mami Tomoe," the girl answered the unspoken question, "I'm a ninth grader at Mitakihara Middle School. It is nice to meet both of you, though I wish the circumstances were a little better."

"You're telling me," the bluenette grimaced, "What was that?"

"That is...something that will take time to explain," Mami replied, looking up as a white _something_ jumped from the roof next to them, landing square on her shoulder, "Though, Kyubey here can help."

"Indeed," the cat-like thing answered, "Hello, Sayaka Miki...and Hitomi Shizuki."

There was an ever-so-slight hesitation on Hitomi's name, though both teenagers were too in shock- understandably -at the _talking cat-thing_ to question it. For her part, Sayaka was pointing at the creature, her mouth opening and closing rapidly as she struggled to form a coherent sentence. Hitomi was little better, though she _was_ more refined about it. As per usual really.

"It talked," the bluenette finally got out.

Mami giggled lightly, "Yes, that is the general reaction. Kyubey here is my dear friend. He's how I became a Magical Girl, actually. Are they potentials?"

The last statement was directed at Kyubey, who scratched his droopy ear absently, "Sayaka Miki, yes."

"Hmm...normally I don't tell this to anyone who doesn't have the potential to be a Magical Girl as well," Mami sent an apologetic look at Hitomi, "But I think I can make an exception this one time. Why don't we head to my apartment? I can explain everything there."

It was a sign of just how shocked the girls were, that Hitomi didn't even bring up her dance lessons. This was...rather more important, to say the least.

* * *

"Well, Gertrude is angry."

"How can you possibly know that?"

"Witches can sense when one is attacked...well, maybe most can't. We've established I'm not normal."

"That is an understatement."

Kriemhild Gretchen grinned at the deadpan statement, "You're able to joke with me Homura-chan?"

"No."

For her part, Homura sighed softly as that equally deadpan statement only gained her slightly-unhinged laughter from the girl who refused to leave her well enough alone. She had tried to leave Kriemhild behind multiple times already. But _every_ time she even _thought_ about transforming and stopping time, the Witch would latch onto her hand and refuse to let go. As Homura felt like she was being stabbed in the heart every time she as touched by the monster wearing her friend's skin, she quickly learned to stop attempting it.

Better to deal with her sadistic and downright frustrating companion, than be touched by a living, breathing reminder of her failure.

"In any case, that likely means that Mami Tomoe has met Sayaka Miki," Homura flicked her hair, "that is the only logical reason she wouldn't have finished her target off."

"That's one thing I don't remember," Kriemhild tapped her chin, "but if you say so Homura-chan. What about us?"

"What about _us_?" the teenager parroted back.

"If we're hunting Witches, Gertrude's an easy target right now."

Homura just shook her head, "No. Even more so than usual..."

Here she sent an annoyed look at the Witch next to her.

"...I need to avoid antagonizing Mami Tomoe. There is little need to fight a Witch that she is already aware of, in that regard."

"You know, she _will_ find out I exist eventually. I'm honestly surprised that Kyubey hasn't already told her."

"Nothing the Incubator does surprises me," Homura replied,"trying to predict his actions is pointless."

"Maybe," Kriemhild shrugged, "maybe not. What _are_ we going to do then, Homura-chan?"

 _I would far prefer you leaving me. However, I doubt that will happen._

With little other choice in the matter, Homura began walking in a different direction. Kriemhild easily kept pace with her, something that Madoka would have struggled with. It would appear that the Witch _was_ physically stronger than her human counterpart. Homura shouldn't have been surprised by that, especially not after being dragged away from Sayaka earlier and the strong grip every time she tried using her shield. But it did worry her...she had _no idea_ the powers of the girl next to her. She knew that Kriemhild was capable of killing Kyubey. Otherwise the rat would have no reason to avoid her, and the Witch wouldn't have been talking about killing him like she enjoyed it.

Which she did. Actions like that served to remind her that no matter what she looked like, Kriemhild was in no way Madoka. She had yet to see any similarity between the two, in fact. The _only_ thing both did was use the honorifics. And Homura didn't know if the Witch did so out of her own free will, or as a hold-over from Madoka's personality. Not that it particularly mattered in the end.

She would never be Madoka.

"I will hunt a different Witch," Homura finally replied.

"Okay," Kriemhild nodded, "Which one? I could point you in the direction of a few."

"Valkyrie."

The Witch's face scrunched up in thought, looking disturbingly like a similar expression from Madoka, "Valkyrie?"

"Yes. She is a Witch I had already defeated when I...started training Madoka."

"Ah," another nod, "well, a Witch is nearby."

"Likely her."

Kriemhild didn't dispute the point, merely placing a hand on her chest, where her _own_ Grief Seed was safely tucked away, "I guess it's time to work as a team again Homura-chan. I missed this."

There was a definite tone of nostalgia in the Witch's voice. Homura glanced at her out of the corner of her eye, surprised to see a sad smile on her face. It made her feet skip a step, just as the black ribbons had done. Such a smile was something she was _very_ familiar with on Madoka's face. It was her default expression, whenever the end of a timeline approached.

But she would not have believed that _Kriemhild Gretchen_ was capable of such an expression.

 _She will never stop surprising me. Even so, I can't let a smile change my view on her_.

Sad or not, she was still a Witch.

"I find it hard to believe you could miss anything," Homura replied, returning her eyes to where she knew the Labyrinth in the distance wold be, "especially Madoka's time working with me. After all, you were quite insistent that you would have killed me without any hesitation."

Kriemhild's hand dropped from her chest, the smile replaced by a scowl, "As I told you Homura-chan, that was because I was newly born. Witches in that condition are only concerned with forming their Labyrinth and killing any intruders."

"I have yet to see a fully-developed Witch act any differently."

"And I'm not a normal Witch!" Kriemhild let out a frustrated scream, "How many _damn_ times do I need to say that?"

Cursing in such a way was _another_ thing that Homura had never heard from Madoka's mouth. To say the least.

"Yet you still have no issue with killing me."

The Witch held a hand to her face, the limb shaking with her anger, "Homura-chan. I would _never_ kill you, not now, not ever. I was no more in control of my thoughts in my original body than any Witch. That is not the case now. I don't _care_ how many times I have to say it before you _understand I'm not lying_."

Homura didn't reply, choosing instead to transform into her Magical Girl outfit. The Labyrinth was right in front of her...she recognized the area very well. On top of that, her Soul Gem had started flashing, as sure a sign as any that she had reached her destination. Pushing her magic outwards with a wave of her hand, Homura forced the entrance to the Witch's Lair to appear in front of her. A stylized eagle appeared on the wall of the factory in front of the Magical Girl, concealing the entrance further.

Without looking back or the slightest hesitation, Homura jumped forward into the Labyrinth.

 _-0-0-0-0-0-0-0-0-0-0-0-0-_

The sight that greeted her was unfortunately very familiar. Bringing her magic back inwards, Homura created a 'cushion' of sorts between her and her environment. If there was one thing Magical Girl uniforms were bad at, it was cold. And snow surrounded her on every side, piles of the white substance spread through the maze. Valkyrie, as most Witch's with a mythological name were like, had taken her chosen Labyrinth into the direction one would expect of their name. In this case...

Like a Scandinavian mountainside, directly out of a fairytale. Snow everywhere, covering a rocky plain with a set of peaks 'drawn' on the wall in the distance. Homura had never bothered exploring if those peaks were real or the drawings they appeared to be. There had never been a reason...she was all about efficiency. Enter the maze, find the Witch, and kill her quickly. Using too much magic or ammunition on doing such would be pointless. Not to mention very dangerous as well...the _very_ last thing she could afford was using too much of either, as it would cripple attempts to defeat Walpurgisnacht.

Not that it mattered as much in this timeline...but she still needed to _try_. Discovering a way to win, could at least prove useful in the next attempt.

"I..."

Turning her head, Homura saw that Kriemhild was clutching her arms close to her body, shivering heavily. The shivering...the look on her face...it was so _Madoka_ at that moment, that she cold almost fool herself into thinking the other girl _was_ her friend. Not the Witch that she became.

"What's wrong?" the time-traveler asked, if only to get _that_ look off her face.

"Witches are even more territorial than Magical Girls," Kriemhild replied, voice shaking ever so slightly though from the cold or something else, Homura couldn't tell.

"And?"

"Valkyrie knew I was here the moment I entered. I can tell she is _very_ angry, and doesn't even care about _you_ Homura-chan. I'm shaking because of that...and she is trying to freeze me out."

Homura frowned ever so slightly, "Use your magic. That is how I am avoiding the cold."

Kriemhild laughed at that suggestion, "What do you think I _am_ doing Homura-chan? I have no control over this environment, and Witches _are_ capable of adjusting their Labyrinth at will. The only reason they don't when fighting Magical Girls is because they view you as beneath them. We fight back, but we don't deliberately move against Magical Girls."

Another shiver came from the girl, snow beginning to pick up around her.

"Witches on the other hand...we _hate_ others in our territory. I would have destroyed every last one of my kind, given the chance."

Nodding slightly, Homura drew a rifle and turned away from her tag-along, "Then we simply must defeat Valkyrie quickly."

"Exactly. I like the way you think Homura-chan."

The two girls moved through the snowy countryside, one warm though feeling progressively drained as she used her magic to counteract the weather, the other freezing despite her best efforts to do the same. Watching out the corner of her eye, Homura was almost certain that it wasn't just the cold messing with Kriemhild either. But she couldn't bring herself to care enough to ask any questions about it. The Witch was not her friend, or even her partner. The only pity she felt was the fact that it was _Madoka's_ body being put through this.

Which was not enough to make her use her own magic to help.

"Familiars," Kriemhild suddenly shouted, making Homura's head snap up.

She hadn't see anything...but that shout seemed to be a switch. Skeletal vikings, the Norseman of Valkyrie, were charging the pair of girls. Homura's rifle was up the moment she saw them, firing short and controlled bursts. Each bullet smashed through bone and rusty armor, shattering limbs and heads of the approaching Familiars. Even as some fell, more appeared however. Homura was not worried about running out of ammo or time...she had plenty of both.

What she _was_ concerned with, was if Kriemhild would fight or not.

"Are you going to fight?" she asked, looking out of the corner of her eye at the Witch.

Who looked insulted, "I'm not just here for show Homura-chan!"

The snow that had constantly been falling around Kriemhild was blown aside, as dark energy surrounded the girl. Homura winced ever so softly, forcing her senses _away_ from that dark pit. The magic that the Witch was putting out was dark, corrupt, horrible...any adjective one could throw at it. But beyond that, she still felt _Madoka_ in it. The soft, familiar magic...drowned under darkness or not, was still there. It just made the contrast all the more horrible for her.

"I think this might be some _fun_ actually."

That tone of voice sounded _wrong_ coming from Madoka's lips. But as the darkness cleared, Homura found something else to worry about.

 _She...that..._

Homura would recognize the outfit Kriemhild wore anywhere. It was _nearly_ the same as Madoka's Magical Girl attire. Only, where Madoka wore white, Kriemhild wore black. Where Madoka was pink, she was crimson red. The contrast screamed darkness, even if Homura had _not_ known the girl in front of her was the heart of all her friend's darkness and despair. On top of that, Kriemhild's hair and eyes had changed as well. The vibrant pink of Madoka had been replaced by a duller shade, nearly violet, in her hair. Her eyes were a blood red color, even deeper than Kyoko Sakura's.

Where the pink Soul Gem should have sat at her neck, the Witch's Grief Seed hung from the same chain that Homura had seen it from before. And in her hands was a warped and corrupted version of Madoka's bow...twisted black wood, wound around the warm brown she remembered so dearly. The rose at the top was a blood red, the same as her eyes.

"Surprised Homura-chan?" Kriemhild asked, as she fired a black-red arrow through a Familiar.

"Yes," the Magical Girl answered honestly, firing her own weapon, "I would have assumed..."

"That I wouldn't look like Madoka? Well, I suppose my hair and eyes don't," the Witch acknowledged, firing arrows at a pace that not even Madoka had managed, "but don't you remember Oktavia-chan? She used a massive version of Sayaka-chan's sword. Most Witches will use the same...a variant of some sort, of their Magical Girl weapons. I'm no different Homura-chan!"

Technically speaking, Oktavia was an outlier in Homura's experience. The only other Witch that immediately sprang to mind as using a variant of her original weapon was Ophelia...Kyoko Sakura's Witch. But then, her only experience of _knowing_ the girl who turned were Sayaka, Mami, Kyoko, and Madoka. Of those, two used a variant of their weapon, one was borderline- Candeloro -and one was...a monster that could destroy the world.

So, she supposed, it made some sense.

"Valkyrie is coming!" Kriemhild broke in, her fingers slipping slightly on the draw of her bow.

Homura wasn't going to question how she knew that, as she was too busy ducking under a sword. Blasting away the skeletal viking, the Magical Girl turned her attention to the area in front of her. The remaining Familiars faded away, as the familiar rapid-fire doorways appeared to signal the end of the Labyrinth. Evidently, Valkyrie had tired of the intruding Witch.

"Prepare yourself," Homura warned the other girl, forgetting- for the moment -that she wasn't fighting with Madoka as she had in the previous timeline.

"I've been ready," Kriemhild shot back.

"Perhaps."

Nothing more needed to, or could be, said. The final doorway slammed open, depositing the girls in a frozen lake, the Witch standing atop a rotting Viking longboat. Valkyrie was one that Homura was almost entirely certain was a Witch from the past...part of her was convinced that they could appear at random points of time. There was no other way for so many to appear in Mitakihara...she _knew_ Kyubey did not contract enough girls for the amount of Witches. That, and her motif was too...Norse...to be a native girl.

Because the Witch in front of her resembled her namesake. The same skeletal body as the Familiars, cloaked in a burgundy...cloak. Her hands held an intricate hammer, and a horned skull sat where the human head should have been. Thick chainmail covered her rotted chest, the rusty metal doing little to conceal that fact. The skull had its mouth open wide, a haunting scream echoing from the Witch, as she jumped down and swung her hammer at Homura.

Who froze time, rolling out of the way, a bomb already in hand. She had fought Valkyrie before...and knew exactly what to do.

"I would suggest moving."

Her warning was given to Kriemhild, the moment her bomb was placed and Homura had resumed time. The Witch, familiar with the tactic from _Madoka's_ memories, had already begun moving the moment that Homura had been attacked. As such, both of them were out of range of the explosion that blew apart Valkyrie's outstretched arm. Shards of bone flew through the air, the Witch screaming in pain.

"I want to finish this Homura-chan!" only for the _other_ Witch to string multiple arrows at once. There was a savage grin on her face, as the girl fired off a barrage of bolts that cut cleanly through Valkyrie's thick, if rusty, armor.

The Witch continued to scream, as Kriemhild's grin grew wider.

"That's for trying to freeze me! _I_ am the Witch of Salvation. You are nothing to that, Witch of the North!"

One final arrow went right between the eye-holes on the skull, instantly 'killing' Valkyrie. Almost immediately, the Labyrinth began to fade away. Valkyrie's Grief Seed clattered to the ground, as the factory district came back into view. Homura dropped out of her Magical Girl outfit, moving forward to claim the small orb. Bringing it up to her Soul Gem, she cleansed the small amount of darkness from the violet orb. It wasn't much, but she wasn't going to risk it either.

As she did this, Kriemhild- back in her uniform -walked over as well. There was a mistrusting look in her once-more pink eyes, as she looked at the orb in Homura's hands.

"I don't like you using that Homura-chan," she whispered softly, completely unlike her.

"This is the only way I can cleanse my Soul Gem. Unlike you, I am perfectly fine remaining a Magical Girl."

"That's not my point. There's something about using Grief Seeds...I don't like it," Kriemhild shook her head, "I'm not sure what it is either. But I'll find it out, and make you stop."

"I will _not_ stop. That path leads to becoming a Witch."

Kriemhild sent her a flat look, "I'm not suggesting you become one Homura-chan. What I _am_ suggesting is..."

As Kriemhild made her suggestion, Homura's eyebrow rose progressively higher on her forehead...

* * *

 **AN: And there we go.  
**

 **I should note, Hitomi is going to have a much bigger role here. Partially because Madoka-is-Kriemhild, partially because it fits where I want the plot to go. Should be fun, I hope. And I hope the readers liked that bit.**

 **I also hope they liked the Homura/Kriemhild bit. I'm having fun writing those two, to say the least. As for Valkyrie...I wanted a new Witch, but not one like I've done before. As such, we get Viking Witch. Homura's theory may or may not be correct, but that's not really the point in this case at least.**

 **Again, I hope everyone enjoyed the chapter. I know _I_ enjoyed getting 12 reviews. I hope we can keep up this quantity, since I _love_ seeing so many people review! Remember, more reviews=happier author.**

 **Reviews:**

 **1C, Lily, A simple fool:** Thanks for the reviews!

 **Thirsty Reviewer:** Kyubey's got plans. But just what are they...

 **northernlion196:** Heh. To be fair, the idea of Kriemhild von Doom- not literally, but you know what I mean -sounds interesting.

 **Kokyoseki no tsubasa:** Yeah, poor Homura just can't catch a break. I hope the dynamic stays interesting too!

 **Nobody Smurf:** Yeah...poor Madoka. Really sucks to be her.

Sayaka isn't going to be happy for awhile. She's going to be absolutely _livid_ when the truth comes out though.

 **kayceenorth:** Well, we're seeing _part_ of Kriemhild's abilities here. Not all, but part. I figured that she would probably, in her current state, be very similar to Madoka though.

 **Laryssa1234:** Being stuck in Madoka's body is certainly influencing Kriemhild's thought process. I can say that much.

 **Drinkie:** Well, he can't contract Kriemhild. Though I do admit, it was fun messing with him.

 **Ararararararagi Rage:** Nope. I'm trying to avoid our resident Witch being _too_ Yandere honestly.

 **wolfdude16:** Yeah, Homura's in for fun times.

 **AN: Again, thank you for reviewing everyone! I hope to see you all for this chapter too!**


	4. Chapter 4

**AN: Looks like we're going _New Hope_ style. Updates will be every 5 days, barring something coming up.  
**

* * *

Walking towards the familiar apartment of her best friend- well, her only friend - Kriemhild Gretchen looked up at the sky. The cheerful blue was marred by only a handful of puffy white clouds, and were she still Madoka...would have made a smile cross her face. Instead, the Witch of Salvation frowned. To her, the cheerful sky was just another reminder of the fact she wasn't in her Labyrinth. A fact that stared her in the face, every time she opened her eyes. She hadn't gotten it through Homura's stubborn skull, but she hated the fact she wasn't able to make her maze. As a Witch, she felt naked and very unsafe without her home. She knew her powers were more than enough, even limited as she was, to survive any fight.

That did not make her feel any better. If it weren't for Homura, and Madoka's family, she might be even worse off. But despite the odd looks her personality garnered, her old self... _her_...family was still loving as ever. As a Witch, she shouldn't have cared about that. But even so, Kriemhild felt a small smile tugging at her lips whenever Tatsuya smiled at her. Or whenever her- could she call the woman _her?_ _-_ mother cracked a joke. It was almost nice, despite her own status as a Witch. Something that would quite likely tear her away from the family in the end.

 _Whiiiiccchhh_ was why she was so attached to Homura Akemi. The other girl was the only person who knew her for what she was, and wasn't trying to kill or ostracize her. Something she valued quite dearly, considering the fact she couldn't make her dream world a reality. And yes, there was part of her attachment that had to do with it being _Homura_. It was still a jumble of her own and Madoka's feelings and memories...but she truly did care about Homura, no matter how the other girl couldn't believe that fact.

"She just can't trust me," Kriemhild scowled, turning her eyes from the sky, "Not that I can trust _her_ either. I still half-expect her to shoot me."

"I have no need to do so."

If it had been Madoka, she would have jumped and squeaked, before turning a half-pout half-weak glare on her friend. Kriemhild just turned her head, and settled on a full glare. Homura Akemi showed no signs of caring for that glare, flicking her hair behind her head.

"What are you doing here?" the Magical Girl asked shortly.

"Coming to get you, Homura-chan," Kriemhild answered just as shortly.

"I have no desire for you to be with me," Homura replied, "so there was no need to come here."

And that was the problem. Homura _tolerated_ her, but the Witch was still not welcome by any stretch of the imagination. She couldn't call herself happy about that...but there was nothing to be done.

Other than, of course...

"You don't want me around, but I want _you_ around, Homura-chan," Kriemhild grinned widely at the annoyed expression that got. Only _she_ was familiar enough with the Magical Girl to pick out subtle differences in her stoic mask.

Homura didn't bother responding, simply pulling her bag up her shoulder, as she set out for the school. Kriemhild's grin, if anything, grew wider as she followed. She'd be lying if she said it wasn't entertaining to bug Homura. Though there was a purpose to her madness as well. The more that Homura got _used_ to her being around, the more likely it would be that the other girl could come to accept her.

Kriemhild knew and understood that she could never take Madoka's place. But she still _wanted_ Homura-chan. And Witches got what they want.

"Have you thought about what I said?" she had another thing to ask as well.

"No," Homura shortly replied, "that remains my answer."

"I'm telling you Homura-chan, you _need_ to use my suggestion. Using Grief Seeds...I need to torture Kyubey to find out, but something is wrong with them."

"...much as I may hate the Incubator, resorting to torture is..."

"Something you'd happily join me in doing," Kriemhild cut her off, raising an eyebrow as a challenge, "I know you don't like thinking about _Madoka_ saying these things, but I'm _not her_. I _enjoy_ making that little rat suffer. After everything he's done, that shouldn't surprise you."

The taller girl sighed, "No, it does not."

She didn't bother saying more, instead settling for walking forward again.

"I still don't get why you're so against it."

"You know my answer."

Kriemhild scowled. She _knew_ Homura's answer, and she didn't like it. She didn't like it anymore than she liked Kyubey, which was admittedly saying something. The Witch didn't even see what was wrong with her suggestion. It was a win-win for both of them, after all. Especially since Homura wouldn't have to worry about fighting Witches anymore...

 _-0-0-0-0-0-0-0-0-0-0-_

 _"...I think there is a way for you to cleanse your magic without using a Grief Seed like that," for what might have well been the first time, Kriemhild Gretchen wore an entirely serious look on her face._

 _Such a look shouldn't have been surprising. She was very,_ very _serious about keeping Homura safe. And that included keeping her_ alive _and not a Witch. And while she couldn't place her finger on it, something about using Grief Seeds to cleanse the corruption from a Soul Gem rubbed her the wrong way. Maybe it was suppressed memories from her 'birth'. Maybe it was jealousy. Kriemhild would hardly deny that she felt a bit miffed at the idea of other Witches being used to keep Homura alive and sane._

 _But whatever the reason, she couldn't deny the feeling that it was a bad idea to use the Seeds._

 _"What could possibly..." Homura's voice trailed off, violet eyes narrowing, "No. Absolutely not."_

 _"Come on Homura-chan!" Kriemhild glared at her friend, "I'm a Witch. I live off despair and darkness. There is no reason at all you can't take advantage of that and have me cleanse your Soul Gem myself."_

 _"I have no reason_ to _do so either. You have given me no reason to trust you, Witch."_

 _"I have a name you know."_

 _"Very well, Kriemhild Gretchen," Homura flicked her hair, "Regardless, I see no benefit to me feeding you my grief. That will only make you stronger. And as you have already told me that if you had the ability to create a Labyrinth you would do so even if it meant destroying the Earth..."_

 _Homura's glare could melt through steel. Kriemhild didn't flinch from it, though it saddened her that she was the target. That was a feeling she was very unfamiliar with...but it was still there. To be totally fair, other than righteous anger any feelings were unfamiliar to her to some extent or another._

 _"...so you can forgive me if I don't approve of the idea of making you stronger."_

 _"It wouldn't make me stronger," Kriemhild rolled her eyes, trying to snatch the offending Grief Seed from Homura's hand, "do Witch's grow stronger as they age? No. We have all the power we ever_ will _have, the moment we are born. We, well normal Witches, need the grief to survive, not grow more powerful. Being in this body means I don't need the same, though I can still absorb grief."_

 _"I have no..."_

 _"'I have no reason to trust that'," the Witch turned her full glare on the other girl, red leaking into her eyes, "Is that_ all _you can say to me?"_

 _Homura didn't bother replying to that, merely moving her hand away from Kriemhild, pocketing the Grief Seed in her shield. The Witch let out a frustrated growl, shaking her head._

 _"You're going to regret this, I know it."_

 _"I highly doubt that," Homura finally spoke again, "I have been doing this far longer than you have existed, Kriemhild Gretchen. I have never seen any adverse side-effect from using Grief Seeds."_

 _"That's because you haven't had another_ option _before Homura-chan!" Kriemhild ran a hand through her hair, before turning her head and letting out a frustrated sigh, "Fine, we'll play your way. At least until I can get Kyubey to answer me."_

 _The Magical Girl just shook her head, "Even if you are correct, the Incubator will never tell you."_

 _"I have my ways Homura-chan."_

 _Kriemhild couldn't help but allow a wide grin to cross her face. The thoughts of what she could do to that little rat were too good, after all. Even though said grin_ did _seem to disturb Homura._

 _-0-0-0-0-0-0-0-0-0-0-0-_

Drawn out of those thoughts, Kriemhild felt a scowl replacing the grin that had wound up on her face again. A similar expression was on Homura's face, though she did hide it better. The reason?

Kyubey himself was in sight, perched on Hitomi's shoulder. That was odd in its own way…Kriemhild, through her memories of Madoka's life, _knew_ that the green-haired girl shouldn't even be able to see the Incubator. Leave alone be able to touch him so casually. Sayaka, on the other hand, was little surprise. She was looking at the Incubator occasionally, making it clear she knew what the little _rat_ was.

That was wonderful. Kriemhild had no desire to fight the bluenette- Sayaka had her problems, but a source of despair or misery she was not -but that was looking like it would happen soon. Nothing for it…she knew it would happen eventually.

"Madoka!" speaking of which…

"Sayaka-chan," Kriemhild waved back, doing her best to _look_ and _sound_ like Madoka Kaname.

"What took you so long?" Sayaka asked, as the Witch-in-disguise reached her, "And hello to you too Akemi."

Her voice had gone as bitter as the expression on her face, as Sayaka looked at the other girl. Homura merely raised an eyebrow slightly, before continuing to move towards the school.

"Homura-chan!" Kriemhild tried to move after her, only for 'her' friend to grab her arm.

"Hold up," the bluenette was surprisingly strong. Not that the Witch would have any difficulties breaking free, but _Madoka_ would, and she didn't want to act _that_ differently.

Instead…

"What are you doing Sayaka-chan?"

Sayaka sent a wary look at Homura, who had stopped to watch the other girls, "What did you actually do last night Madoka?"

"How is _that_ any of your business?" Kriemhild couldn't keep the annoyance out of her voice. Didn't even try really.

"Whoa, Madoka," Sayaka blinked, "What was that about? I'm just…"

"Worried?"

Kriemhild's eyebrow went up as she asked that question. The red spreading across Sayaka's face made it clear that _was_ the case. Honestly, were she Madoka, the Witch might have just sighed and accepted that her friend was always going to be overprotective. She would have shook her head and smiled at Sayaka, before telling her not to worry so much. That was what Madoka, kind and considerate Madoka Kaname, would have done.

She was not that girl. Kriemhild, instead, glared at the bluenette, making her back up in shock. Granted, Madoka had never once glared at her. So seeing her body doing that had to freak out Sayaka. Kriemhild didn't care much for that. She was angry and more than a little annoyed, so her real personality shown through more.

Kyubey being in close proximity to her was probably making it worse than it otherwise would have been…

"Sayaka-chan, I can handle myself," Kriemhild did her utmost to keep her voice level, "and what about you?"

"What about me?" Sayaka asked warily, still looking like her 'friend' had grown a second head.

"What did _you_ do?" as she asked that, the Witch sent a look at Kyubey.

A look that Homura didn't miss. A warning glance was sent in response, along with a slight and _very_ hesitant mental touch.

 _"I will not help you if you expose yourself."_

Before Kriemhild could even think about replying, Homura had already cut the connection. Frowning, the Witch did concede the point. It wasn't like she could _expect_ the Magical Girl to help her.

Luckily for them both, Sayaka hadn't noticed the look, "What are you talking about Madoka? I just went with Hitomi to her classical dance."

"If you say so Sayaka-chan. Are you going to let me go now?"

The bluenette sighed, before doing as asked, "I thought we were wives Madoka. Why do you want to walk with Akemi so much?"

Kriemhild's eyebrow went back up, "Because I like talking to her? You should try it sometime Sayaka-chan, instead of getting angry because I have a new friend."

Hitomi chose that moment to walk over, placing a hand on a red-faced Sayaka's shoulder, "I tried to tell her that last night Madoka. But you know how stubborn Sayaka can be."

"You're telling _me_ that?" the Witch rolled her eyes.

"Even so," the green-haired girl smiled slightly in amusement, "You really should think about her feelings too Madoka. Sayaka worries about you a lot, you know that."

"Trust me, I know," a sour look crossed Kriemhild's face.

After all, she knew better than anyone that the 'worry' would be replaced with 'murderous rage' the moment her secret was out. Sayaka was nearly as bad as Mami when it came to fighting Witches because 'it was the right thing to do damnit!' Another roll of her eyes went along with that thought. Sure, she was very much an exception to the rule when it came to Witches. Even so, because _Kyubey_ told them so, those two girls believed that their entire reason for existing was killing any and all Witches.

Kriemhild _could_ understand that. She would do the same...with the possible exception of Homura's. But in her case, it was because Witches were the _biggest_ source of the despair she so dearly wanted gone. And her own nature as one of them meant that her need for territorial integrity was also a major factor. But she wasn't the type to want to destroy them 'because it's the right thing to do'.

"Are you two going to talk about this?" Hitomi continued, smile on her face as usual.

"Yeah..." Sayaka muttered, looking at the ground.

"If I have to," Kriemhild just turned away, and tried to walk back to Homura.

This time though, it was Kyubey- the little rat -who distracted her.

 _"I am impressed, Kriemhild Gretchen. As a Witch, I would have assumed you would have killed Homura Akemi long ago. As well as attacked the moment that Sayaka Miki touched you."_

Turning eyes that she could _feel_ turning red on the alien, Kriemhild growled softly, _"I have no reason to kill my_ friends _Incubator."_

 _"Fascinating. I have never understood the human concept of friendship to begin with. But the idea that a Witch can feel that way towards humanity is...fascinating. I wonder how you can feel that way."_

 _"You don't understand_ anything _do you?"_

 _"I understand many things. Human emotions and their results are beyond any Incubator however."_

The Witch fought down her anger, somehow, _"Which is the reason we hate you when we learn the truth. Well, I hate you because you're the reason the world is so dark. Now, why are you talking to me? The only reason I haven't killed you yet is because I don't want Hitomi or Sayaka to know what I am. Yet."_

Kyubey absently wagged his tail, red eyes focused on the Witch who had now turned her back on him to avoid curious looks from Sayaka and Hitomi. Good thing she wasn't looking too, because Kriemhild had to jam her hands in her jacket pockets as it was, to keep from drawing her bow and turning the Incubator into a bloody white pincushion.

Or stealing one of Homura's guns to do the same. It might be more satisfying that way actually...

 _"You are an anomaly, even more so than Homura Akemi,"_ he finally replied, _"It would be remiss of me to_ not _observe how you develop. If that requires communicating while around your friends so I do not waste bodies, that is an acceptable sacrifice."_

Kriemhild resisted every temptation she had to shoot the little rat, _"I'm an experiment then?"_

 _"Not at all. To be an experiment would imply I had something to do with creating you, which I did not. You are...an interesting anomaly."_

 _"Call me what you want. I'm done talking with you."_

The Incubator blinked slowly, _"Very well. However, you should know that I have not yet informed Mami Tomoe of what you are. The moment we have finished our theory of how you came into being Kriemhild Gretchen...you will lose that."_

Only Kyubey could make a perfectly normal statement into a threat. Kriemhild realized what he wasn't saying...she hadn't been ratted out by the alien rat yet, because he was _interested_ in her. The moment that he knew what he need to find out though, she would be the target of every Magical Girl in existence but Homura. Well, that just meant she needed to prepare for when that time came.

For now, that meant getting on Homura's good side, so she at least had _someone_ willing to help her.

* * *

Later in the day, the girl in question watched as Mami Tomoe collected Sayaka and Hitomi. Her violet eyes followed their movements carefully, looking for any sign at all that they knew what Kriemhild was. But near as Homura could tell, they did not. Mami's posture was the 'cool and collected' one she took on whenever she had juniors to teach. Homura had been on the receiving end herself, even were it not for her observations in later timelines. And if Mami was in such a posture, she didn't know that there was a Witch within a few meters of her.

And she _certainly_ didn't know that said Witch was in a human body. Were that the case, Mami would have been running to kill Kriemhild before then shooting her own Soul Gem in a combination of grief and mad regret. Homura knew _that_ fact better than anyone. As such, she had to work on the assumption that Mami didn't know anything was out of place. Which was a relief, however much she wouldn't admit that fact to anyone else.

Most certainly not to the girl who _still_ refused to leave her alone. She had thought _she_ was always around Madoka. But this was something else...

"I assume you communicated with Kyubey earlier?" Homura turned her head to the Witch wearing Madoka's face.

Kriemhild nodded, "More like he talked to _me_ , Homura-chan."

"About what?"

"How I'm _interesting_ ," the Witch replied, anger overtaking the sarcasm in her voice, "I'm nothing but an experiment to them."

"Hmm."

"You feel the exact same, don't you Homura-chan?"

Homura flicked her hair, "Not at all. In fact, I feel entirely different. I may have similar motives, but I am not keeping you alive because of that. I only intend to make sure you do not take Madoka's place again."

"Nice to know you care," the other girl sighed, clenching her fists, breathing in deeply before the wide grin was back on her face, "Homura-chan, you know, I'm not worried about you."

That seemed to come out of nowhere. Homura's eyebrow climbed up, as she looked at the Witch. Kriemhild just tilted her head up, that same grin refusing to leave it. A grin that still left her feeling uncomfortable, as it was as clear a reminder as any that Madoka wasn't in there.

"What do you mean?" the Magical Girl finally asked.

The Witch's grin remained firmly in place as she replied, "Well, I meant what I said. You will never hurt me Homura-chan. I don't trust you completely, but I know that much. I know that Kyubey is going to turn everyone into my enemies, _but you_."

"You have a remarkable amount of trust for me," Homura frowned ever so slightly, "No matter what you say."

"Well, I know that you can't shoot me," Kriemhild shrugged.

Sadly, she couldn't well deny that point. Homura wasn't even able to shoot that body when she was at her most furious with the hijacking the Witch had performed. Now that she had time to get used to it, she _really_ was incapable of doing so. The occasional moments of Kriemhild acting like Madoka just made it all the more difficult to comprehend the idea of gunning her down. She knew that this was a bad thing. Kriemhild was sane, as sane as a Witch could be. But she was still a _Witch_.

And Homura was unable to fight her.

"Perhaps," not that she would _admit_ that. Kriemhild had enough power over her already, just because of her appearance. There was _no_ reason to give her any more.

Kriemhild didn't seem to care, as she looked out at the city with the setting sun in the background, "More hunting tonight?"

"No. In fact, you truly cannot come with me."

"Homura-chan!" the Witch glared at her, the effect rather lessened by the fact that Homura had seen it as her default expression if something didn't go her way.

"I am telling the truth," in response, she flicked her hair and moved to leave, "I am collecting weaponry. As that requires use of my magic, you wold be unable to accompany me. In fact, it would _hurt me_ if you did."

The Witch made an expression resembling a pout. Homura was unsure if that was an _actual_ pout however...it may just as well be Madoka's face being suited to such an innocent expression. It was far easier to believe it was just frustration from Kriemhild, molded into an expression that Madoka would have done. After all...it was still easier to believe that than the idea that Kriemhild Gretchen held emotions beyond anger. Homura wasn't able to believe that...not without acknowledging that the Witch _wasn't_ like her kindred, beneath the mask of sanity.

It was her _own_ need for sanity that kept her from believing that.

"I forgot you needed to do that," Kriemhild sighed, "your magic is useless sometimes Homura-chan."

"Not every Magical Girl can be lucky enough to have a method of attack."

"Or Witch," the...Witch...idly pointed out, "I can't break into places, not like this. That's why I can't come?"

Homura nodded shortly, "Exactly. That, and I do not want you with me anyway...though you have proven my desires have no bearing on your actions."

"Yep," popping the p again, Kriemhild grinned, "Well, if I can't come with you I guess I'll go keep an eye on Sayaka-chan and Hitomi-chan. I'm not about to let another Witch kill them."

Watching the pinkette wander off, Homura didn't know how to feel about that statement. She knew that Kriemhild claimed to want to save those who 'deserved it'. Presumably, that included Madoka's friends or she wouldn't be caring about them. But the _level_ of care...she didn't know how to think about it. While Kriemhild had claimed that 'protecting others who needed it' was the best she could do without her 'perfect world' it was still highly odd to think about a Witch wanting to help. Wanting to keep _potential Magical Girls_ alive. Especially when they would become enemies, at some point.

It just didn't make any sense. Not that anything about her really did.

 _I must stop trying to understand her. I need to focus on gathering supplies and ensuring this does not happen again._

* * *

"You think that Kaname-san can see Kyubey?"

"I think so. Madoka was looking directly at him."

"Really? I thought she was just looking at you Hitomi."

The green-haired girl shook her head, Kyubey perched on Mami's shoulder now, "I thought so too. But she was glaring at my shoulder...and I know Madoka would never glare at me. I don't know why she would glare at Kyubey though."

"That is strange," Mami nodded slowly, "Kyubey? Is she a potential?"

Kyubey groomed his paw, "No. Madoka Kaname has magical power, but she would never become a Magical Girl."

"Huh?" Sayaka blinked, "You mean...if Madoka's like me can't she make a wish too? Why wouldn't she be able to?"

"I am attacked any time I attempt to get near her," the bunny-cat replied shortly.

Mami's eyes narrowed, the look of anger quite unlike her, "Someone is attacking you? Who?"

"Another Magical Girl. One Homura Akemi, who is an anomaly...as I recognize her Soul Gem as one of mine, but I have no memory of granting her wish."

The two younger girls shared a look at that. Before Hitomi stepped forward, sending a worried look at Kyubey.

"Kyubey? Why would Akemi-san be attacking you?"

"You know Akemi?" Mami asked, blinking at the girl who shouldn't really be with her.

"Not very well," Hitomi replied.

Sayaka nodded, "Yeah, she just transferred into our class yesterday. Madoka's been attached to her a lot though..."

That was an understatement. Sayaka still got annoyed when she thought about how much Madoka had been sticking to Akemi. It was like the two were long-lost best friends or something. Couple that with how out of character the girl had been acting, and it worried her as much as it annoyed her. Hitomi was at least trying to solve the problem...but until Madoka gave her a straight answer, Sayaka would still be worried sick. Especially now...if Akemi was a Magical Girl who was attacking Kyubey then _what_ was she doing...or _had already done_...to poor, innocent little Madoka?

Was _that_ why she was hanging out with the other girl?! Had Akemi done something to Madoka?

 _If she did anything to Madoka I'm going to punch her into next year! No one hurts Madoka!_

While Sayaka was clenching her fists, Hitomi was worriedly looking at Mami. Not that she could be blamed for that...the other Magical Girl was the one who was most likely to know something. Right?

"That is...worrying," the blonde bit her lip, "if Akemi is harming Kyubey and keeping him from Kaname-san, there must be a reason. Especially if the two are acting like friends."

"Do you have any idea Mami-san?" Hitomi asked with worry clear in her voice, "Akemi-san is nice...but I don't want her to hurt Madoka either."

Mami shook her head, "Unfortunately, I don't. How about this...let's focus on the Witch for tonight, and I'll have a _talk_ with Akemi tomorrow."

"Works for me," Sayaka chimed in, "give her a talking to for me, eh Mami?"

"I hope you two don't fight," Hitomi sighed softly, "I don't like violence if it can be avoided."

"Don't worry, I have no intention of going in to start a fight," Mami smiled softly, "Now come on, let's go!"

None of them had any idea of the half-truth they had just been told...

* * *

 **AN: This is continuing to be fun to write, I can say that much. Kriemhild especially, since it's an interesting balancing act with her personality. Hopefully I'm doing well there!  
**

 **Clearly, Kyubey has his own agenda- when does he _not_? -here. It's not a good thing for our time-traveling hero and her Witch best friend.**

 **I hope everyone enjoyed the chapter!**

 **Reviews:**

 **Ararararararagi** **Rage:** Hitomi is very interesting to write, really. There isn't a whole lot to her personality, but what _is_ there has potential I think.

I'm not really planning on pairing those two, no. Interesting concept, but not where I'm angling this story.

 **Drinkie:** Yup, Kriemhild wants to be the one cleaning the Soul Gem.

 **Korraganitar the NightShadow:** Glad you like it!

 **kayceenorth:** Well, not so much her Grief Seed, but yes on both counts.

 **northernlion196:** ...that's an amusing enough image I may have to do an omake for it at some point (the kissing).

 **laryssa1234:** Two out of three on the final part. Kriemhild does _not_ want Homulilly showing up, since she knows that would be a Witch who wants to kill her.

 **Lily:** At least Hitomi is going over well. That's a relief since I know she's not a well-liked character.

 **Thirsty Reviewer:** I figure that Witches would be _very_ territorial. They hunt slowly and carefully, and most likely would _not_ appreciate others in their territory.

 **yoru no kodomo:** Not so much avoiding Yandere, as not going full-on Yuno-style Yandere.

 **Kokuyoseki no tsubasa:** I'm not _that_ mean to my characters...well, at least not when I like them.

 **Puella Magi Kuro Magica:** Heh...one thing you'll note in my fics is I enjoy cliffies.

 **Nobody Smurf:** There _is_ a reason she can see bunny-cat. Though I'm not going to say why quite yet.

There's certainly bits of her left, I can say that much.

Bad Things happen if she touches Grief Seeds together.

 **wolfdude16:** That was what I was angling for with her outfit/powers. I'm glad the little quirks are working too.

 **CursedNocturne:** That would be an...interesting...meeting, for sure.

 **Aceina:** While I doubt she'd _complain_ , Kriemhild doesn't want Homulilly herself. Too much risk.

 **Qinlongfei:** Yeah, what happens with canon Hitomi leaves something to be desired. It's why I made the choice to involve her more.

Unfortunately, I'm horrid at Witch-creation. It's why my Madoka fics focus more of the characters and less on the combat.

 **AN: Sixteen reviews...thanks everyone! I hope we can keep this interest level up, because 48 for three chapters is _amazing_ for this fandom. Hope everyone enjoyed this chapter!**


	5. Chapter 5

**AN: Moving along...moving along.  
**

 **I'm also astounded that I'm at 64 reviews for four chapters. That's...this story continues to amaze me in how popular it is.**

* * *

Walking down a darkened street, Homura Akemi stared forward. Her shoulders were relaxed, as her long strides took her in the direction of her home. Outwardly, she was the perfect picture of calm and relaxed. A girl who, despite the late hour, had no worries. Who believed herself alone, and perfectly safe with the dull light from the street lamps shining down on her.

Of course, this was all her _outward_ appearance. Homura was very well aware that someone was following her. Instincts honed through dozens upon dozens of timelines had told her that fact the moment she had entered this part of Mitakihara. Whoever was following her believed themselves stealthy. They moved carefully from shadow to shadow, only halting long enough to catch their breath. They outright avoided street lights, and made very sure their footsteps were muffled. The stalker was not an amateur, but they were not an _expert_ either.

Homura, on the other hand...was.

"I know you are there," she finally spoke, turning around as the stalker froze near a street light.

"You have good hearing Akemi-san."

 _Ah. I should have expected this, eventually._

That voice could only belong to one person. A theory confirmed, as the familiar blonde tresses came into view.

"I have experience in being followed, Mami Tomoe," Homura replied, eyes narrowing slightly, "I have to ask why _you_ are following me however."

"You should already know the answer to that, Akemi-san," Mami replied, her voice far colder than it should have been for them never meeting.

"Hmm," the Magical Girl didn't let her mask change, "I'm afraid I don't know. I haven't done anything to you. We haven't even met before now."

Mami's own golden eyes narrowed, "If we had, I would have turned you from your path. Why would you attack Kyubey?"

 _Attack the Incubator? I have not done so since I realized he was avoiding Mad...Kriemhild. That being said, it would not surprise me in the slightest if he had told a lie, even if he claims to be incapable of doing so._

"I have not done so in some time," Homura didn't bother denying the point, knowing that Mami would _always_ trust Kyubey's word over her own, even if they were friends. Which they most certainly were _not_.

The other girl actually looked _angry_. Well, her face took on an unhappy look, which for Mami was the next best thing. Homura had only seen such a look a handful of times...in timelines where their relationship had gone completely bad, and they became enemies instead of rivals. This would be the earliest that had ever happened however...and she knew exactly why that was the case. Kriemhild must have somehow gotten attention drawn to her, and Kyubey used that to his advantage. The Witch said he wouldn't rat her out...but that did not mean that he wouldn't attempt to remove _her_ instead.

In fact, it made perfectly logical sense. Kyubey viewed her as a dangerous anomaly in any timeline. Even in timelines where she did _not_ inadvertently create a human-Witch hybrid. Toss in Kriemhild Gretchen, and it only made sense that he would try to remove her in some way. Homura could easily understand that. However much it frustrated her. Fighting Mami Tomoe was never a fun task. She was fragile, but the girl was _dangerous_ in a fight. One of the few Magical Girls who could counter her, given enough time to study her abilities.

"Why would you have any reason to attack Kyubey?" Mami asked again, voice lower than it ever normally got, "he helps us. He's the reason we _are_ Magical Girls."

"Precisely," Homura nodded.

"What?" the other girl's anger cooled, shock in her voice now.

After all...Homura _had_ just admitted that Kyubey creating Magical Girls was her problem with the Incubator.

"I have no intention of allowing Madoka Kaname to contract," not technically a lie, but not the _truth_ either, at least in this timeline.

"That is hardly your choice Akemi-san. If Kaname-san wants to make a wish, that is _her_ choice. And on that note..."

Golden eyes narrowed even further.

"What have you _done_ to Kaname-san? Miki-san seems quite convinced that she isn't herself."

Homura flicked her hair, completely uncaring look on her face, "I could care less what Sayaka Miki has to say. Whatever is happening with Madoka Kaname is not something I did."

 _I refuse to believe_ I _am the reason Madoka is gone and was replaced by this...caricature of her. It was the last Incubators doing, I am certain._

"You know, that is very hard for me to believe," Mami continued, though she seemed to be doing her best to keep her voice level now, "you have not contacted me, despite the fact that it is very well known among Magical Girls that I live here. I have no problems sharing territory, provided we work as a team."

"I, however, prefer to work alone," Homura countered.

"Just like Sakura-san," the blonde shook her head, twin-tails swaying slightly, "Regardless, it is proper form to announce when you enter another Magical Girl's territory. On top of that, I don't know exactly _what_ your power is Akemi-san. What I do know, is that it is possible you have some form of mental power, and are using it to influence Kaname-san."

If there was one thing Homura would _never_ do, it would be control Madoka. Her entire _purpose for fighting_ so hard and so long, was so Madoka could live a happy life away from Magical Girls and Witches. Trying to control the other girl spit on all of that. The furthest she would go were her various warnings and trying to keep her away from Kyubey and the others.

Actually _controlling her_? Even if Homura had that power, which she certainly did not, she wouldn't use it. Controlling Madoka in that way...that wouldn't be protecting her. That would be ruining her life, because she knew it wouldn't last. The moment her control faded for _any_ reason, the other girl would hate her. And Homura could _not_ take that.

"While I won't tell you the nature of my power," _that_ would be suicidal, Homura reflected, "I can assure you it is not mental based. I have done nothing at all to Madoka."

"That would be easier to believe if she hadn't started acting different when you arrived."

 _Just how much_ did _Sayaka tell her? And Kyubey for that matter. Mami is not normally this antagonistic._

"She approached me first, as I am sure Hitomi Shizuki can tell you," Homura replied, "If anything happened to change her, it was not my doing. I wouldn't even know how she had changed."

Mami seemed to be at least _listening_ now. Which was an improvement on looking at her like she was an enemy. Which she wasn't...Homura wasn't her friend or comrade, but if Mami Tomoe stayed out of her way, there would never be a need to fight her. It would arguably work better in any case...so long as Sayaka didn't turn into a Witch and break the girl, anyway. Especially since Homura had the distinct feeling that Kriemhild would want to 'help' her in the event of conflict with anyone.

Needless to say, she didn't need that. She didn't need that at _all_. It would destroy any and all credibility she had actually. Who wouldn't attack on sight the Magical Girl who 'worked' with a Witch?

"I..." Mami took a breath, schooling her features back into a mask that likely would work on anyone but Homura herself, "I _want_ to believe you Akemi-san. You haven't attacked me, despite moving into my territory. That is more than I can say for most Magical Girls. But I can't look past you attacking _Kyubey_. No Magical Girl would ever attack him. He's our helper, the one who gives us our wishes."

 _He is also the one who dooms us to a life where we eventually become the very thing we are fighting. But I can't tell you that, Mami Tomoe. If I did so, you would break._

"Be that as it may," instead, Homura flipped her hair, "I would not have allowed him to contract Madoka Kaname. Now that Kyubey has given up on that, I have no reason whatsoever to attack him."

"You shouldn't have attacked him in the first place, I'm sure he would have listened if you..."

Homura couldn't believe just how naive Mami was sometimes. The girl was a veteran, but that didn't excuse her naivety when it came to the subject of the Incubator. Just because the time-traveler could understand _why_ she was so attached to the Incubator, did not mean she enjoyed the knowledge. It always made it nearly impossible to sway Mami from supporting him. In a timeline where she was stuck with a Witch following her around like a lost puppy, there wasn't a chance in hell that she could get Mami to support her.

Knowing that, Homura looked her straight in the eye.

"Kyubey has his own motives and reasons for anything, and everything, he does," the time-traveler explained, "And those rarely correspond to the girls he is attempting to contract. Madoka deserves a normal life, far away from Magical Girls or Witches. She is not a girl who _needs_ a wish, not like you Tomoe."

"How do you..." Mami flinched slightly, likely confused as to how Homura could allude to knowing her wish.

"Suffice to say I know more about you than anyone barring Kyoko Sakura," Homura narrowed her eyes, "The same goes for her and Sayaka Miki, so don't underestimate my knowledge. Believe me when I say your trust in Kyubey is misplaced...or don't. That is your choice, and so long as you don't interfere with my own plans or touch Madoka, we have no reason to fight."

The blonde blinked in shock, "How do you...?"

"That is not something you need to know, nor would I tell you. Now, if you don't have anything else to talk about, we're done here."

 _I've already said too much. If not for the fact I have no intention to preserve this timeline, I wouldn't have even mentioned knowing what I do. However, as I doubt Mami will survive much longer without my intervention and I have no desire to do so in a timeline I won't keep..._

Well, hopefully this would keep her curious enough to not attack.

"I'm not done talking to you Akemi-san."

Homura reacted on instinct, jumping above a set of ribbons that had been set to wrap her up. Getting caught would render her own magic useless at best, and she couldn't let that happen. Even so, she hadn't expected Mami to actually transform and try to catch her. The girl had never...

Mami's golden eyes were narrowed slightly, as they watched the other teen transform and land nearby, "I was willing to let you go before, even though I can't understand why you would attack Kyubey. But I've never told anyone my wish...yet you're acting like you know it. And if you know Sakura-san as well as you claim to, I have to assume you're working with her. She's made no secret that she wants Mitakihara, if something happened to me."

Eyes narrowing further, the blond summoned a rifle, pointing it directly in Homura's face, "So, Akemi-san...what is your real goal here? Are you hoping that Kaname-san won't contract because of her potential? Worried that she would be too powerful for you to handle? Because that type of thinking, is only for losers."

"No," Homura replied shortly, "Nor do I have any intention of fighting you. Believe it or not, I am _not_ working with Kyoko."

"Yet you're on a first-name basis with her?"

 _..._

Not her smartest statement right there. Homura could kick herself over that later.

"Not everyone uses honorifics like you do, Tomoe."

All that got was a flat look, "Maybe, but that doesn't change the situation. I don't want to fight _you_ either, Akemi-san. But if you won't tell me the truth, I can't just let you leave like this."

Holding a hand on her shield, Homura prepared to turn it and leave anyway. It would make things more difficult in the future if she left Mami like this, but she couldn't waste time fighting her either. It would be a waste of time, magic, and ammunition. Fighting her was just not worth it. She knew that the blonde wouldn't attack at school, and it would be a simple matter to avoid her outside of it. More difficult than usual maybe, but still simple to perform. That was why she had to stop time and mov...

 _"Move Homura-chan!"_

The mental shout had Homura flinch slightly despite herself, as a swarm of black-red arrows shot at Mami. The blonde Magical Girl's eyes widened, as she jumped back, several arrows cutting through her skin, sending blood flying into the air. Homura didn't wait to see her reaction, stopping time immediately as she ran towards the source of the bolts of energy. Frozen in front of her was exactly what she expected, though dreaded, to see. The twisted outfit and body of Madoka, bow drawn back. Kriemhild had clearly been watching for at least some time then...

No matter what she did, she couldn't escape this girl.

Touching her hand to the other girl's shoulder- there was no need to hide a power that the Witch was quite familiar with -Homura drew her into her time stop. Kriemhild lowered the bow the moment that happened, dispelling the arrow on it. Instead, she turned her creepy grin back on the time-traveler, looking quite pleased with herself.

"Homura-chan! You heard me?"

Eyes narrowing, the girl nodded, "Of course I did. What are you doing here?"

"Helping you," Kriemhild replied like it was obvious, "I won't let anyone hurt you, Homura-chan."

"I never asked for your help, nor did I need it. Now Mami Tomoe will have even _less_ reason to trust me."

Kriemhild's own eyes narrowed, the red making the glare all the more different from Madoka, "She didn't look like she trusted you _anyway_ , so I'm not seeing the problem here. I told you I would protect you Homura-chan."

"Fine," having realized long ago that arguing with this Witch was pointless, Homura instead dispelled her time stop, and started moving away from where Mami was, "why did you come here? I thought you were with Sayaka Miki and Hitomi Shizuki."

"I was..."

* * *

 **Earlier That Day**

* * *

"Homura-chan, did you _really_ have to send me off like that?" Kriemhild did not pout, not at all, "I want to help you, but you won't let me. I have no _purpose_ now, so why can't she understand I need to do what I can?"

Sighing heavily, the Witch continued to where she figured her 'friends' would likely be. As ever, her increasingly foggy memories of Madoka's life were a boon in this situation. It was quite likely, if not entirely certain, that the two girls would be at the mall. If they weren't with Mami at any rate, which was also a possibility. That was one she couldn't deal with though. As a Witch, she had no desire whatsoever to be near that girl. As her memories of Madoka told her, the feeling was fairly mutual. Homura had taken her under her wing, and Mami had always been suspicious of that. That would not change in this timeline, no matter how quiet the little rat was.

And really, Kriemhild _highly_ doubted that Kyubey would stay quiet for any significant length of time. It wasn't his style. His style was to spread despair, by making wishes that would backfire on the Magical Girls. By driving them towards despair, even without doing anything himself. He would deny that, but as a Witch...well, one could say that Kriemhild Gretchen had a different perspective on things.

"Madoka!"

"About time you ditched the transfer student!"

In any case, that would have to be dealt with later. Kriemhild waved like Madoka would at the other girls, Sayaka and Hitomi luckily not joined by the blonde upperclassman.

"I told you already Sayaka-chan," she spoke to the blue-haired girl, "if I want to spend time with Homura-chan, I will."

"Yeah, but you need to spend time with us too!" Sayaka pulled her into a one-armed hug, using her other hand to ruffle her hair.

Kriemhild resisted every urge she had to growl, as she tried to pull free, "Sayaka-chan!"

"I'm sorry about that Madoka," Hitomi gently pulled her away from the bluenette, "Sayaka has just been worried about you."

"Why?" the Witch frowned, "Homura-chan is my friend, she'd never do anything to hurt me."

 _Unlike everyone else I know._

Sayaka grimaced, "You see, that's exactly what I was talking about..."

"Talking about?"

Both of the other girls shared a look at that, the bluenette's face going red. Clearly, she hadn't meant to let that slip. Which would mean that they were worried about Homura for some reason. And the only reason for _that_ would be...

"Damn it."

And now both of them were gaping at _her_. Kriemhild needed to remember that Madoka didn't curse like that...if she wanted to keep up her act, she couldn't slip up like that. Especially not around people so familiar with her old self...that was just asking for them to notice something was up. Which they probably already had, considering how Sayaka acted. Homura wasn't going to be happy about this...not that Kriemhild was particularly happy herself. She didn't want the attention on her, since that made it more likely she would be attacked soon.

Not that she couldn't handle herself, but no Witch enjoys being attacked.

"Ma...Ma..." Sayaka's mouth opened and closed rapidly, "You just..."

"Heheheh," Kriemhild did her best impersonation of a nervous Madoka, laughing weakly as she put a hand over her shoulder, "I guess Mama must be rubbing off on me."

The bluenette just continued to gape at her, "You never say things like that!"

"Oops?"

Hitomi sighed softly, a fond smile on her face, "Well, I suppose it was only a matter of time. Kaname-san is nice, but you know how she's like, Sayaka."

"I know that! But innocent little Madoka saying something like that?!"

"I'm not like that though..." Kriemhild muttered under her breath.

Luckily for her, neither of the girls with her seemed to notice this time.

"In any case," the green-haired girl turned back to her friend, "Sayaka does have good reason to be worried Madoka. You are spending an awful lot of time with Akemi-san. Has she done anything?"

Kriemhild couldn't help the snort, she really couldn't.

"Homura-chan? Do something to _me_? I'm her best friend, she'd never do anything to hurt me."

Sayaka frowned, "That's what I'm talking about! You're her best friend, but you just met a couple days ago!"

"Is there a _problem_ with that?" Kriemhild didn't bother hiding the anger anymore. Homura's 'friendship' was, understandably, a very touchy subject with her.

She didn't like people making it seem like it wasn't real. Homura she could deal with...the other girl _would_ accept her, sooner or later. No matter what the Witch had to do to make that a reality. Other people dismissing it, especially someone _who should_ approve of it...that hurt, more than she liked to admit. Sayaka was already acting like Homura was the devil incarnate, when that was the furthest thing from the truth. Homura was cold and bitter, but beneath that was a kind heart trying her best. If anyone in this situation could be called a demon, that was...

Well, her. Kriemhild knew that better than anyone.

"Maybe we should talk about this over some food?" Hitomi suggested, before the situation could downspiral further.

"Yeah...food..." Sayaka was sending an odd look at the Witch.

Who, for her part, was glaring right back.

 _-0-0-0-0-0-0-0-0-0-0-_

Once the three girls were seated at a table, they returned to staring at each other. Well, more appropriately, Hitomi was staring. Sayaka was frowning and doing her best to _look_ normal. Kriemhild was just glaring, getting progressively more annoyed as time went by. She didn't need her friends treating her like this...treating _Homura_ like this.

"Okay, what is your problem with Homura-chan?" she finally asked, voice low and _very_ dangerous.

And very unlike Madoka Kaname, something that had Sayaka flinching.

"That," the bluenette got out, her own temper rising, "You're acting like she's the most important person to you Madoka! You two just met, and you're already buddy-buddy with her. It's like she's done something to make you like her!"

"Homura-chan would never do anything like that!" Kriemhild shouted right back.

"How do you know that?! You've been acting odd ever since you met her, _and_ you don't want to be away from her!" Sayaka ground her teeth, trying to keep her temper under control, "Madoka, I'm worried about you. You're my friend, and I don't want to see something hurt you. You spending all this time with Akemi and it worries me!"

Both girls were openly glaring now, and if the situation were _any_ different it might have been an amusing spat between friends. But Kriemhild knew that Madoka _never_ glared. And Sayaka would certainly never raise her voice and glare at _her_ either. Things were worse than she had thought, and they had seemed pretty damn bad to begin with. Part of her wondered what was going on...but the rest of her quickly drowned that out. Because this could only be one thing. After all, who would have a reason to make Sayaka even _more_ suspicious of Homura than she already was? Who would have a reason to drive their group apart, and force her to reveal herself, if only to help Homura?

Well, the answer to _that_ was fairly obvious.

 _Kyubey...I wish it were possible to_ kill _that little rat._

But it wasn't. Even with her Witch abilities, it just _wasn't possible_ to keep that little bunnycat down for long.

"Let me guess, Kyubey told you something?"

Sayaka's mouth dropped open again, sputtering coming from her as the bluenette tried to figure out what to say. Instead, it was Hitomi who took over, a curious look on her face.

"You know about him Madoka?" the green-haired girl asked softly.

"Of course I do," Kriemhild rolled her eyes, clenching her fists under the table, "That little rat. Homura-chan told me not to trust him, and I believe her."

"So she _did_ mess with you!" Sayaka recovered enough to jab a finger at the pinkette, "Why would you listen to Akemi, Madoka? She's lying!"

Kriemhild resisted every impulse she had to grab that finger and toss Sayaka over the table.

 _She's not my enemy...she's just overprotective. Just like I am with Homura-chan. Hurting her is not something I need to do. Sayaka is my friend, not my enemy._

"And how do you know that Kybuey isn't lying?" Kriemhild replied shortly.

"I...Mami-san! She said he isn't!"

The Witch frowned, "And you trust her more than you trust me?"

"No!" Sayaka was quick to deny that, "I trust you Madoka! I just don't trust Akemi!"

Hitomi sighed softly, "I trust you too Madoka and I don't think you would believe Akemi, unless you were sure she was telling the truth. You are the best judge of character I've ever met, and I don't think you've lost that."

"Exac..."

"But I'm worried too, because you aren't telling us anything. All we know is that you are staying with Akemi-san, and you don't trust Kyubey. Did you know that she attacks him?"

The pinkette nodded, "Of course I do. Homura-chan's just doing it to protect me though, so I don't care."

"Protect?" Hitomi asked curiously.

Sayaka nodded, "Yeah, protect you from _what_? Kyubey isn't dangerous, he helps! Witches can't be fought without Magical Girls, and he's the one who helps them!"

And that was what Kriemhild had been expecting from the start. Sayaka's voice had taken on the 'Ally of Justice' tone that she vaguely remembered from the last timeline...from her time as Madoka Kaname. And she knew exactly what that meant, without even having to guess. Because it meant that Mami had told the other girls about Witches, and how they were a threat that had to be destroyed. It was possible that they wouldn't act that way with her, but the Witch doubted that. In fact, she knew it was only a matter of time now before they became enemies.

She honestly dreaded that day. Her emotions were a jumbled mess at the best of times. But she knew one thing for certain.

Kriemhild Gretchen had no desire to fight those who she considered friends. Those who weren't cursing the world and spreading darkness and despair. These girls wouldn't ever do that, unless they became like her...Witches. Only Witches that didn't have the same views she did.

 _I hate Kyubey. I_ despise _him for putting them through this._

"You don't know the whole truth," Kriemhild got to her feet, temper fading as an unfamiliar weariness took its place, "come to Homura-chan if you want to. But I _hate_ Kyubey, for everything he's done."

Turning her head, she fixed a harsh stare on the other girls.

"Witches aren't what you think they are."

And with that, she left the other two girls, doing her best to control the emotions rampaging through her body.

 _I...may not be able to save them. I want to save them. I want to save_ everyone _. But...I..._

* * *

 **AN: There we go. This was a fun, if a bit difficult, chapter to put together. Especially the Kriemhild bits...her character is interesting to write. Probably the most multi-faceted one I've ever done, I think. Hopefully that's continuing to go well.  
**

 **As for Homura and Mami, this won't be the last of the problems there. And if it seemed like Homura was less careful with what she said...she was. Miss HomuHomu has already decided to ditch this timeline, and not make a real effort to preserve it. So she isn't as cautious as she may otherwise be.**

 **Hope everyone enjoyed the chapter though! Now, reviews.**

 **Reviews:**

 **Ararararararagi Rage:** Heh. Yeah, people like complaining about cliffies. Not that I can blame them though.

 **VocaSURASHU:** Possible maybe, but very doubtful. Witches don't _seem_ to get stronger as they age, from what we've seen. Limited as that may be.

 **laryssa1234:** Glad you like it!

 **CursedNocturne:** Well, to be fair she _wanted_ to talk. But this is Homura, so conflict was a given.

 **northernlion196:** I have plans for Kyoko, that's for sure.

 **Guest:** Now that's an amusing image.

 **Nobody Smurf:** That's the image I'm going for with her, to be fair. Glad it's working.

While I wouldn't say she's the most fun to write- arguably a tie between Kriemhild and Kyoko there -Hitomi is proving interesting. Several directions she could go really.

 **yoru no kodomo:** As above with Kyoko, I have plans when it comes to Grief Seeds.

 **Kokuyoseki no tsubasa:** Kriemhild/Mami isn't going to be a fun meeting, that's for sure. Especially if she figures out who just shot at her.

I imagine that, with the way Madoka magic works, it's entirely possible for mind control to be out there somewhere. Mami has good reason to be cautious, even if she's totally off-base here.

 **wolfdude16:** If they think how 'Madoka' is acting now is bad, they ain't going to be happy when the truth comes out. I can say that much.

To be fair, Kriemhild was mostly talking in purely offensive terms here. Which, Homura is lacking in...she has that beam, but that's it.

 **Etokaiten:** Glad you like it!

 **Lily:** Even understanding Mami would have real issues with a Witch-in-a-human-body. She's not the most...accepting...of Witch related things.

 **Thirsty Reviewer:** Mami has no idea what she got herself into, that's for sure. Glad you like it!

 **MWkillkenny84:** Who knows what Kyubey's up to really. He's got his own plans, running counter to anything else.

 **Impstar:** Actually, that mean's I'm doing this right. I _want_ Kriemhild to get mixed reactions, since it means I'm developing her properly into a multi-faceted character. So I don't think it's strange at all.

 **AN: Thanks for the reviews everyone! Here's hoping we can keep it up, while I get the chapters set up for posting. Next one should be in five days.**


	6. Chapter 6

**AN: Next chapter is up.  
**

* * *

Mami Tomoe sighed softly, as she leaned against a wall, body shaking ever so slightly. Her mind was whirling, thoughts cascading in different directions. She couldn't think...couldn't focus. The blonde's thoughts were overtaken with what had just happened to her. What was _still_ happening to her. Blood leaked from several gashes on her body, leading her to wince as the wall pushed into a couple. Golden light suffused her hand, as she slowly healed those wounds. She...had no idea who had attacked her. One second she had been staring down Akemi, the next arrows of magic were flying at her. It had only been her instincts and experience that prevented the blonde Magical Girl from becoming a human pincushion.

And even then, those bolts had been so well targeted, that her body had been hit many times over. Hence, the bleeding wounds. And she had no idea how it had happened in the first place. So far as she was aware, Akemi was the only other Magical Girl in central Mitakihara. The outskirts were patrolled by other girls, but not one of them were hostile to her. She wouldn't call them friends either...but they wouldn't attack her. Nor did any girl she was familiar with use a weapon shooting arrows like that.

If she didn't know better, Mami might have thought it was Madoka Kaname who attacked her. She was the only girl that the blonde was aware of, that had reason to help Akemi and _might_ have the power to do so. But Kyubey had said she wasn't contracted...

 _Kyubey would never lie to me. So who...I should ask him. Maybe he knows?_

Sucking in a deep breath to steady her frayed nerves, and block out the lingering pain, Mami reached out telepathically for her friend.

 _"Kyubey?"_

 _"Yes Mami?"_

The familiar white form strolled into view, looking up at the blonde curiously. Mami smiled softly, despite her slow-to-heal wounds, reaching down to pick up her friend. Kyubey squirmed in her arms, before settling down as she held him to her chest.

 _"Is something wrong?"_ he asked curiously.

 _"I...do you know any new Magical Girls other than Akemi-san?"_ Mami replied, wincing slightly.

 _"No, I have not contracted any new girls in this area. I am going to ask Sayaka Miki, but I haven't gone behind your back Mami."_

Sighing softly, the blonde smiled at that statement, _"Thank you for that Kyubey. But I...someone attacked me while I was talking with Akemi-san. And I have no idea who it was."_

 _"Ah, that is why you're wounded,"_ the cat-like creature absently rubbed his head against Mami's arm, careful to avoid her cuts, _"did you see who attacked you?"_

 _"No...all I saw_ was _her attack. Some kind of black arrows, but I've never seen anything like it. Have you Kyubey?"_

 _"I have never seen a Magical Girl with an attack like that."_

Mami was worried about that. More worried than she would ever show, in fact. Very few things truly shook her, not when she had been fighting for as long as she had. But the idea of _another_ new Magical Girl most certainly did. She had never thought there _could_ be a Magical Girl that she wasn't familiar with. Kyubey was always willing to tell Mami, when another girl was likely to come to Mitakihara. She cared for him for that, if nothing else, since it made her life significantly easier. It also meant she was very well-informed on other Magical Girls. And not one of them she was familiar with used a bow. So if she didn't...and Kyubey didn't...who was it?

She would have once believed it wasn't possible for both of them to not know a girl. But then Homura Akemi had strode into Mitakihara like she owned it. A girl that she had never met before, and Kyubey couldn't remember contracting. Her very existence made it a _lot_ more likely that there was another girl like her, working with her. If Akemi had that kind of support...it honestly scared Mami. Not many things did, but this was one of them. She could only hope that the other girl wasn't strong.

Fighting two girls she didn't know the skills of, didn't appeal to her at all. For very good reason, of course.

 _"So you don't have any idea who this is?"_ Mami asked weakly.

 _"No,"_ Kyubey replied, _"I do not. Sorry Mami, I wish I could be more help."_

 _"Oh no, no need to apologize to_ me _Kyubey! You're doing the best you can, I know that. I'm just worried."_

 _"I am certain that you will be okay Mami, you are one of the best Magical Girls I have worked with."_

A blush crossed her face, the blonde laughing softly, _"Thank you Kyubey! Well, I should probably...get home. I need to heal, before I talk with Miki-san about this. She needs to know there may be another girl, hurting Kaname-san."  
_

 _"Indeed."_

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

Mami wouldn't sleep well that night. Her mind was full of images of mysterious figures, holding a bow directly at her. She never saw the face, but that hardly mattered. Her dreams more typically featured nightmares of her parents...of Kyoko...of always being alone. But this was a change she didn't appreciate. The fear of the unknown was something she wasn't used to, and would never enjoy. It almost surprised her though, that she saw the mystery girl more than Akemi. The latter was a very real threat, the former was one she had no idea how to react to.

Either way, it left her tiredly rubbing her eyes, as she stood outside the mall with her new juniors.

"She _attacked you?!"_ Sayaka Miki blinked in shock, mouth hanging open, "I knew transfer student was bad, but _seriously_?!"

"No need to yell Sayaka," Hitomi gently placed a hand on her friend's shoulder, "and it wasn't Akemi-san who attacked Mami-san. Right?"

The blonde nodded slightly, "Yes. Actually...I attacked her."

"Wait, what?"

"I admit, that was not my best choice," Mami blushed, "Akemi-san said things she shouldn't know, and I didn't want her to leave until I figured out how she knew."

"Is that why you were attacked Mami-san?" the green-haired girl asked softly, "because you attacked Akemi-san?"

Really, the blush was answer enough. Mami, with the benefit of hindsight, felt like kicking herself for overreacting. She had been so shocked by what Akemi seemed to know, that she had acted without really thinking. And yes, it might have been her actions that had the mystery girl attack her in turn. Mami wasn't so proud that she couldn't see that.

"Why are you taking their side Hitomi?" Sayaka, on the other hand, didn't.

"I'm not," the soft-spoken teen replied, "But it does seem that way doesn't it Sayaka?"

"Well, _yeah_. You're acting like Mami-san was the one who made the problem."

Mami coughed lightly, smiling at Sayaka. The bluenette was kind, and Mami was proud to consider her a junior...maybe even a friend, someday. She truly did care for the other girl like a sister. But sometimes, she was naive in a way that reminded her of happier times...of Kyoko.

"I appreciate your faith in me Miki-san," the blonde continued, smile faltering slightly, "But I was the one at fault here. Magical Girl conflicts are never as black and white as our fight against Witches, and I shouldn't have attacked Akemi-san like I did."

"But she's..."

"Akemi-san is dangerous, and I do worry about her," Mami's smile faded completely, replaced by a worried look, "but I don't think she's _evil_ , not really. She could have killed me at any time if she wanted to, but she hasn't. And I don't think her friend was trying to either, I think she was just trying to scare me off."

Sayaka frowned, "Why?"

"Well, I did attack her friend. I can't blame her for wanting to protect Akemi-san, if that is what happened."

"Yeah, but transfer student is..."

The blonde sighed softly, "Miki-san, why do you dislike Akemi-san so much? I admit that she worries me and I can never forgive her attacking Kyubey, but you seem to have a personal reason for disliking her."

"Well..." Sayaka sighed herself, a lost look crossing her face, "I don't know Mami-san. I just feel like we _can't_ trust her, y'know? There's something wrong with her, and it bugs the hell out of me. I feel like she's going to hurt Madoka, and I can't stand it. There's something about her, and it..."

Her hands fell to her side, the younger girl struggling to control her emotions.

"I just don't know. I feel like she's dangerous, and I'm the only one who can see it. And I don't know _why_."

Mami smiled softly, playing a hand on Sayaka's shoulder. The bluenette smiled back, a bit of a blush on her face.

"I can't say I understand how you feel Miki-san," the older girl said just as softly, "but don't worry, I won't judge you for it. If you don't trust Akemi-san, that just means you can help me if I miss something about her."

"Yeah! I can help you," that seemed to cheer Sayaka up, as her smile turned into a grin, "I may not be a Magical Girl yet, but I can help you with transfer student!"

Hitomi frowned lightly in the background, "Personally, I feel like we are being too quick to judge Akemi-san."

"You can't be serious? Can you Hitomi?"

The blonde turned her own head, "What do you mean Shizuki-san?"

"Akemi-san hasn't attacked any of us, but Kyubey," Hitomi replied softly, a small frown continuing to linger on her face, "I don't think she wants to fight anyone. And Madoka is the best judge of character I've ever met, so she can't be wrong to want to stay with Akemi-san."

"Yeah, but that's just because transfer student lied to her about Kyubey and Witches!"

Now a frown was on Mami's face, as she turned back to Sayaka, "What do you mean?"

"Madoka told us that she trusted Akemi-san, since she told her the 'truth about Witches'," Hitomi answered, "and that we should go to her if we wanted to know more."

Understandably, Mami frowned at that. She knew everything there _was_ to know about Witches. The blonde had been fighting them for years now, and it wasn't an understatement to say she was familiar with all the tricks and secrets. There wasn't any way that she didn't know a 'truth' about the Witches. If that were the case, Kyubey would have told her before she got hurt from not knowing it anyway. So why would Madoka Kaname believe that Akemi knew something different, and suggest going to her to find out? There couldn't possibly be something that the new Magical Girl knew that Mami didn't. The other girl was younger than her, and couldn't have been in as many fights.

If anything, she should know _less_ about Witches than Mami herself did. So the idea that she knew some 'truth' that Mami didn't was something she found very hard to believe. And, on top of that...

"Kyubey?"

The cat perched on Hitomi's shoulder really should be able to answer any questions.

"Yes Mami?" Kyubey replied, not using the telepathy this time.

"Is Akemi-san telling the truth? Is there something about Witches I don't know?"

Licking a paw, Kyubey stared directly at her, "I really can't say, not without knowing what Homura Akemi believes. I _have_ told you everything you need to know about Witches though, haven't I?"

"Of course," Mami smiled at her oldest friend, "You've never lied to me Kyubey. I'm just curious if you know what Akemi-san believes, since it would make things easier."

"Unfortunately, I really can't tell you anything Mami," the cat replied, "As I've said, Homura Akemi attacks me whenever I attempt to be near her. So I couldn't tell you what she believes."

That was the problem really...if Kyubey couldn't get near Akemi, then he couldn't possibly know what she believed. Mami had just hoped against all hope that wasn't the case. She didn't want to talk to Akemi again, especially not about this. But if there wasn't a choice...

"I'll have to talk to her again then," Mami sighed softly.

Sayaka frowned, "But Mami-san, she might attack you!"

"Maybe, but I have to know what she believes, so I can get her to stop thinking it," the blonde sighed again, "Maybe I can convince Kaname-san she's lying?"

Forcing a smile back on her face, the blonde turned to her new friends.

"But that's for later. Right now, we have our next lesson on how to be a Magical Girl! Follow me!"

* * *

While Mami continued to lead hapless girls into danger they shouldn't be dealing with, Homura Akemi felt a headache rapidly coming on. Like a jackhammer to her brain, in point of fact. Now, very few things did that to her. She was perfectly capable of dealing with stress and idiocy. When one dealt with Sayaka Miki dozens upon dozens of times, they would quickly become immune to idiocy. At least, that was Homura's opinion on the bluenette anyway. But yet, somehow or another, she had found someone who frustrated her _more_ than the fool.

Namely, Kriemhild Gretchen. The Witch was currently running in front of her, bow already drawn and ready as they moved through a Labyrinth. Dead and twisted trees surrounded them on all sides, pushing in on the blood red path at their feet. The sounds of various animals in the distance added to the effect of a cursed forest, made even worse by the claustrophobic nature of the path. Homura could very well remember her first time in this Labyrinth, so long ago...it had left her scarred when she finished.

Now, it was just another barrier to her, not worth noting beyond the prize at the end. And the girl in front of her, who still flinched slightly when near another of her kind.

"Come on Homura-chan!" Kriemhild was shouting, black arrows flying from her bow.

"..."

Not bothering with a reply, Homura fired a rocket from her shoulder, blowing apart a humanoid lion that had attempted to jump from a tree. The Familiar fell back, missing most of its body. Paying no further attention to it, the Magical Girl turned back in time to see Kriemhild duck under a falling tree, a barrage of arrows cutting down even more Familiars.

"We're nearly at the end," the Witch continued, voice a curious mix of anger and lingering unease.

"I am aware of that."

"Well then why don't you..."

Before she could finish that statement, the familiar doors snapped up. Homura turned away from her erstwhile 'ally' and focused her attention on the center of the Labyrinth. A central area made of a ruined castle, with green crystals growing from the rents and tears in the stone walls. Haunting music played in the background, the strings increasing the pressure on Homura's head.

She knew this Witch...listen to the music or stare into the crystals too long, and one would go insane.

 _However, I also know the weakness of this Witch._

Another RPG was on the girl's shoulder, aimed directly at the largest cluster of crystals. With a flash of fire and smoke, her rocket leapt forward, slamming directly into those crystals. Green shards flew from the point of impact, as the music picked up in tempo. Emerald 'blood' flowed from the impact point, as Familiars rose from the ground around the castle...crystalline armored forms, lumbering across the Labyrinth.

They didn't get far.

"Get the Witch, Homura-chan!"

Because Kriemhild was already jumping forward, barrages of arrows flying from her bow. Homura only nodded shortly, focusing her own attention on the Witch herself. The crystals had changed in shape, a disfigured face forming out of the emeralds. She didn't recognize the features, but she _knew_ it was the face of the Magical Girl this monster once was. However, it was not someone she knew or cared about. Pushing any thoughts about the former Magical Girl out of her mind, the teenager drew a heavy machinegun, and froze time with a twist of her shield.

As the grey tone and silence of her time-stop came into focus, Homura opened fire with her weapon, from multiple directions. Hundreds of bullets flew out of the barrel, stopping mid-way between her and her target. A look of utmost concentration was on her face, as Homura precisely targeted the 'eyes' and 'mouth' of the crystalline Witch. The moment her machinegun was empty, she dropped the weapon and pulled a handful of hand-grenades out. These had their pins pulled and were dropped at strategic points along the crumbling castle walls.

Then, and only then, did she twist her shield again. Color and sound came back into the world, along with a haunting scream from the Witch. Hundreds of high-caliber bullets and half a dozen hand grenades was quite painful after all.

 _That should be enough._

"Good job!"

And it was, as the barrier began to fade away. The shattered and mutilated crystal face was the first to vanish, the familiar form of a Grief Seed replacing it. Kneeling down to pick up the Seed, Homura felt the sharp eyes of her 'partner' on her back. Ignoring the reproving look, she put the Seed into her shield, before dispelling her outfit.

"Now, _what_ exactly did you tell Sayaka Miki and Hitomi Shizuki?" the Magical Girl asked the question that had originally given her the headache.

Kriemhild had done the same, her body returning to the familiar form of Madoka. Her face had a very unlike-Madoka look however, one of frustration and annoyance. Oddly, it didn't seem to be directed at _her_ , so Homura was somewhat surprised. Ordinarily, she got that look quite often. Especially as it was _quite easy_ to frustrate the Witch. Her emotional control made Kyoko Sakura look like a saint at times.

And wasn't _that_ saying something.

"Not here Homura-chan," the Witch looked over her shoulder, "I don't want anyone listening to us."

...and her paranoia was nearly the equal of the time-travelers.

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

Once seated at a small cafe with easy view of any approaching people, Kriemhild sighed softly as she looked over a coffee at the emotionless facade of Homura Akemi. The Magical Girl was _very specifically_ not giving any hints of how she felt. Even more so than usual, in that regard really. She didn't want the Witch to pick up anything from her, and she was _far_ too good at that to begin with.

"I'll ask again," Homura final spoke, "what did you tell them?"

"They were insulting you Homura-chan," Kriemhild replied, "acting like you were _controlling me_!"

"That doesn't answer my question," the teen shot back, "And I already assumed they believed that from what Mami Tomoe told me."

"Yes, but Sayaka-chan...she should know better! She should trust m...Madoka. But she doesn't, and is trying to keep me away from you."

Homura could hear the pain mixed in with the annoyance. She still didn't know why the Witch was so attached to her...but the fact remained that she _was_. And Kriemhild would not react well to someone trying to pull them apart. Unless that person was her, but it seemed like every time she tried to get the other girl to leave her, she would just fight harder to stay around. It was frustrating.

Equally frustrating, was her refusal to answer a simple question.

"Answer my question."

Kriemhild sighed, annoyance overtaking the pain, "Fine. I told them that they didn't know the truth about Witches and trusted Mami-san too much. And that they should come to _you_ if they wanted to know more, like why I trust you Homura-chan."

 _That was not a smart idea._

"You fool," Homura's expression may not have changed, but her tone of voice most certainly did, "Even if Sayaka Miki or Hitomi Shizuki actually listened to what you said, they do not need to know the truth. Especially not Miki, as she _will_ tell Tomoe."

"And?"

"Madoka didn't see it, so I'm not surprised you don't know," the time-traveler continued, "But Mami Tomoe is a broken girl. _Every time_ she finds out the truth, she snaps. She very nearly killed me and _did_ kill Kyoko Sakura the very first time she learned the truth. It gets worse each and every time it happens, with only one exception where she merely killed herself instead."

The Witch frowned slightly, "That bad? I understand the reaction, I really do. I _hate_ the other Witches, so the idea of becoming one has to scare any Magical Girl...I...can still remember what Madoka felt like when I was born."

"Then you know why Tomoe breaks."

Inwardly though, even as she said that, Homura felt a spike of unfamiliar sympathy. She could _hear_ the pain in the other girl's voice when she revealed remembering how Madoka had felt. And she could easily imagine where that came from as well. Her own dreams were still haunted by each and every time that Madoka became...the girl sitting in front of her. Remember the pain and fear in her beloved friend's voice, as she felt her _very soul_ turn into a blackened pit of despair. Turn into the monster they fought.

Turn into the Witch sitting in front of her, stirring feelings of sympathy that she quickly smashed down. She couldn't feel sympathy for the monster that stole Madoka's life. It didn't matter _what_ the _Witch_ felt.

"Yeah, I think I can understand it," Kriemhild answered softly, "still, even I wouldn't kill my friends. If they turned into Witches, I would be the first to fight. Witches are my enemy as much as yours Homura-chan...they are the one thing that causes more grief and misery than anything else."

Here, her face darkened in familiar rage.

"Other than Kyubey, but we can't kill that bunnycat even if we wanted to. And I _want to_. So badly that I can feel my blood boiling whenever I even get near him."

It was a quirk of Kriemhild Gretchen that Homura had long-since noticed. She hated Kyubey, perhaps even more than the time-traveler herself did. As a Witch that shouldn't make sense, but if even half of what she said was true...

"Believe me, if I knew a way to kill the Incubator I would have done so long ago," Homura dryly replied, "Now, do you honestly believe that your...friends...will listen to what you said?"

Kriemhild scowled, "Sayaka-chan won't. I wish she would, but she's making me seriously reconsider not fighting her with her stubbornness. Hitomi-chan though...she seems like she wants to keep both sides happy."

 _Almost like Madoka. I wonder if she has 'taken her place' on Mami's side. It would make sense, they do have broadly similar personalities. At least when it comes to conflict._

Pushing that thought aside for the moment, Homura turned her dull eyes on the Witch.

"If that is the case, I will be prepared to talk to her. Was there anything else you told them?"

"No, just that Homura-chan."

Nodding the Magical Girl pushed her chair back and got to her feet, hair flowing in the wind behind her, "Very well. If that is all, I am going to return to my apartment."

"Actually..."

That tone of voice had Homura's full attention on the Witch. She didn't like the questioning tone...it meant nothing good for her. Nothing good at all.

"I was wondering if you could tell me anything about Kazamino."

However, _that_ was not expected. The time-traveler blinked, looking at the pinkette sending her an entirely serious expression. The question had thrown her for a whirl however. Homura hadn't talked much with Madoka about Mitakihara's sister city. There hadn't been much reason...all that was important, was that Kyoko Sakura lived there. And even that wasn't enough to justify much explanation. Merely a warning to not go into that area, and the knowledge that when Mami Tomoe died, her former friend would soon come to take her place.

So why, then, was Kriemhild Gretchen asking about it? Surely she wasn't planning on actually traveling to Kazamino. Madoka's parents would never let their daughter- or her body at any rate -leave Mitakihara like that. And Kyoko would not appreciate a Magical Girl in her territory. A human-body Witch? That would set the redhead off like nothing else. And Homura wasn't inclined to waste time protecting the other girl. She _would_ , because it was Madoka's body and she needed to know how to get _Madoka_ back.

But that didn't mean she wanted to spend time protecting a suicidal Witch from an angry Kyoko. That was more trouble than it was worth.

"Why?" Homura asked shortly.

"Because," Kriemhild replied just as shortly, "I want to help you. You won't accept my powers, so the next option is getting Grief Seeds _for you_. And Kazamino is the nearest..."

"That is a very bad idea, for reasons you should know," the time-traveler cut her off, "Kyoko Sakura will _not_ allow poaching on her territory."

"But she would have no idea I'm there," Kriemhild countered, "You know that it isn't possible to sense me unless I use my powers, and I would only do that in a Labyrinth."

"No. If you attempt to take Witches from Kyoko, I will _no_ _t_ help you. That is not even something worth considering, and far too dangerous."

Kriemhild sighed again, "Fine, I'll find another way to help you then."

Even though she said that, Homura couldn't shake the bad feeling that had fallen over her. Something was very wrong, even more so than usual...but what? It had to do with Kazamino, because she didn't believe the given excuse. But what could it be?

 _This timeline has enough anomalies. I cannot afford further ones._

* * *

 **AN: And there we go. This one fought me a bit, but we're here now! We're also starting to move out of canon territory a bit, which is going to be fun. What exactly does Kriemhild want with Kazamino I wonder? That is going to be fun, if all goes according to plan.  
**

 **I hope everyone enjoyed the chapter!**

 **Reviews:**

 **northernlion196:** Kriemhild has fun times ahead of her to be sure.

 **DrSnakesUchiha, CurryKing:** Nope, Homura has bad luck to spare.

 **Ararararararagi Rage:** Kriemhild tells what she feels necessary. She's probably hoping Homura takes up some of the slack though.

 **Kokuyoseki no tsubasa:** Yup, Hitomi is trying to be the diplomatic one. Which makes sense, we know even from what little we get on her that she wants her friends to be happy.

 **5power:** Thanks!

 **laryssa1234:** The role-reversal is something I'm having fun with, to be honest.

 **wolfdude16:** Yeah...Kriemhild isn't really having a fun time of things. Granted, neither her nor Homura are really _trying_ to avoid suspicion. Beyond keeping her Witch thing a secret.

 **Thirsty Reviewer:** Yeah...there isn't a whole lot of Madoka left, to be honest. Exactly how much that is won't come up for some time though.

 **cryptologicalMystic:** Glad you like it!

 **Etokaiten:** Heh.

 **Lily:** If Mami lives or dies is up in the air at this point really. Depends a lot on how the story develops.

 **MWkillkenny84:** Hitomi doesn't really have the potential to contract. Barring some really bad circumstances for her, anyway.

 **Pebble23390:** I don't think it's entirely unique, but it is a rare take on the story for sure.

 **James Birdsong:** Thanks!

 **AN: Once again, thanks for the reviews everyone! Getting 15 or so for each chapter really makes me happy. I love seeing so many people liking my work. So let's keep that up as long as we can!**

 **I hope everyone enjoyed this chapter, and the next one should be up on schedule as well!**


	7. Chapter 7

**AN: Next chapter is up.  
**

* * *

"So, what's new in your world?"

"Umm...I have a new friend!"

"Oh? Is that the new transfer student?"

"Ye...wait...you already know Homura-chan?"

"No, but Sayaka told me about her."

Kriemhild did her utmost to hide her annoyance. She really did. But her teeth clenched on the toothbrush in her mouth, grinding against it in a way that made the anger in her mood quite visible. Really, anything Sayaka had to say about Homura was going to be bad. And if she had told her... _Madoka's_...mother about it, that just made it all the worse. The last thing she wanted was a parental order to stay away from the other girl. Not that the Witch would _listen_ to such an order, but it would make things a lot more difficult. To say the least.

Unfortunately for her though, Junko Kaname was not someone easily fooled. Even half-asleep, with her eyes squinting in the morning light, the woman noticed her clenching her teeth. A single purple eyebrow went up, making Kriemhild relax her jaw. Not even Homura could make her relent on something quite like her mother could.

 _I really don't know if I can call her_ my _mother though..._

That was something she was still debating with herself, in all honesty. She just didn't know if she had the right to consider Junko her mother or not. She _was_ Madoka Kaname. But she was also Kriemhild Gretchen. It was all very confusing.

"Don't worry honey," Junko patted her daughter on the head, "I'm not going to tell you who you can be friends with. Can't judge you when Kazuko is my best friend, right?"

The joking tone made the Witch relax slightly, "Mama, that's not nice."

"Nope. But it's true," the older woman winked, turning back to the mirror as she pulled out her makeup, "anyway, I know Sayaka as well as you do. She's probably exaggerating things like she normally does. I love that girl like another daughter, but she's the _worst_ sometimes."

"You're telling me..."

"Now who's the one not being nice?"

A smile was on Junko's face, as Kriemhild rolled her eyes. Luckily for her, the older woman seemed to take her change in personality as hormones or something else making her daughter more assertive, sarcastic...more like herself. Needless to say, the Witch wasn't about to complain about that.

"I'm just annoyed that Sayaka-chan can't accept that I'm friends with Homura-chan," Kriemhild replied, absently tying her signature black ribbons in her hair, "she wants me to leave her and not be friends with Homura-chan."

Junko nodded, a small frown on her face, "Yeah, she told me as much Madoka. Do you know _why_ Sayaka is acting like this?"

"Nope," the Witch shook her head, "Homura-chan has been nothing but nice to me Mama. She's not nice to _Sayaka_ _-chan_ , but she's not nice to _her_ either."

"Great," the older woman rolled her eyes, "I think I know what this is honey."

"Eh?"

An amused smile had formed on Junko's face, as she finished up her makeup. Putting away the beauty implements, she snapped the case shut and looked in the mirror before continuing. Letting out a satisfied noise, the woman turned back to her daughter. Or, in this case, the Witch wearing her daughter's body. Kriemhild stared back, somewhat confused. Human emotions were still...something of a mystery to her, for the most part. Which in cases like this raised one of the few emotions she _was_ familiar with.

Annoyance.

"Sayaka's _jealous_ , Madoka."

"Ehhhhh?"

The sound that came from Kriemhild's lips was such classic Madoka that it would have had Homura staring at her in shock. Though one could hardly blame the Witch for _her_ shock. What in the world would Sayaka have to be jealous of? The fact she wasn't getting enough time with her?

For her part, Junko just laughed at the look on her daughter's face, "You are so innocent sometimes, my little angel. Sayaka's been with you for years now, and she probably isn't taking it well that you have another friend. Especially if she doesn't like Akemi-san, like she told me. Her personality means she'll want to fight something she doesn't like, and you know that as well as I do."

Here, she sent her daughter an appraising look.

"Especially if it's in matters of _love_."

Even if she wasn't really capable of _feeling_ love- that she knew of anyway -Kriemhild went as red as _her_ eyes at the insinuation the older woman was making. All that managed to do was get a deep laugh out of Junko, while the Witch frowned at her.

"Sayaka-chan doesn't like me like that!"

 _Well, she doesn't like_ Madoka _like that. She'd_ hate _me..._

"Don't worry honey, I wouldn't judge you two if she did," Junko winked at her daughter, moving to leave the room, "and I was mostly joking anyway. I'm fairly certain Sayaka's still hung up on Kamijou's boy anyway. Now Akemi-san...she's a different story. You two are awfully close from what Hitomi told me, so is there anything your mother should know?"

The joking tone to her voice was nothing like the serious look on Junko Kaname's face. Kriemhild frowned at that, not quite sure what to think in this situation. She cared about Homura a lot...more than anyone else. And yes, she never wanted to be apart from her. But that was because Homura was her rock, so to speak. The girl that she wanted to protect and keep safe from everything. Danger, fighting, her own grief and despair. Kriemhild wanted to take all of that on her own shoulders, and keep it away from Homura. If she couldn't save the world, she wanted to do _that much_ at the least.

But was there anything else there?

To be entirely honest, Kriemhild didn't know if she would recognize it if there was. She was a Witch, through and through. They didn't _feel_ love. Not even Oktavia, who was the Witch of Love- well, her nature was falling in love anyway, though she was technically the Mermaid Witch. Witches were creatures of grief and despair. And despite her own hatred for those things, Kriemhild was no different in the end. She knew that, better than anyone...

"Maybe," the Witch shrugged at her...Madoka's...mother, "I wouldn't know if there was Mama."

"Well, when Kazuko is your example of the art of love, I can hardly blame you for that," Junko grinned at her daughter, though the seriousness was still there, "You know you can always come to me, if you need to. Right Madoka?"

"Right..."

Kriemhild doubted, deep down in her dark heart, that an offer like that would remain for long. It was only a matter of time before she wasn't able to keep up the act anymore. And then, it would only be her and Homura...

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

Speaking of which, the first thing she did upon leaving home was track down the Magical Girl. She found her only real friend sitting on a bench near her house, looking up at the sky. There was a thoughtful expression on Homura's face, completely unlike her. Kriemhild found a wide smile crossing her own face at that sight...she always enjoyed seeing Homura break from her shell. Sure, this wasn't the same as acknowledging her friendship, but it was something other than stoic Miss Rambo at the least.

"Homura-chan!"

"Gretchen," the Magical Girl replied, mask firmly back in place as she looked at the other girl.

"What were you thinking about?" Kriemhild ignored the use of her last name, settling for satisfying her curiosity instead.

"Nothing involving you," Homura flipped her hair, "nor anything you need to worry about."

The Witch raised an eyebrow, "I doubt that Homura-chan. Anything you do involves me somehow."

"No, anything I do involved _Madoka_. Now, we should get to school. I imagine you do not want more attention from Miki than you already have."

Even Kriemhild winced at that statement, "You have no idea Homura-chan. She's making it very hard not to shoot her, and I don't like the idea of hurting someone who isn't evil."

"Hmm. That may be the first thing we agree on."

After saying that, Homura spun on her heel and started walking towards the Middle School. Clearly, she was putting action to her words and wanted to not be late. Kriemhild sighed slightly, before following after her. Part of her certainly wished they had more common ground than nearly harmful annoyance with Sayaka Miki. But the rest of the Witch knew she should take what she could get at this point. It was going to be highly difficult, if not impossible, to get anything else out of Homura anytime soon. She was still very resistant to doing anything with her.

Especially when it came to Grief Seeds. Kriemhild couldn't understand why Homura was still so resistant to her offer. The idea of not having to rely on Grief Seeds should have had any Magical Girl jumping at the chance, no matter who was offering to help them. Granted, only Kyoko was probably pragmatic enough to put aside the whole 'offer from a _Witch'_ thing. But the point remained!

"You still don't want to work with me, do you Homura-chan?" Kriemhild asked, her voice dropping into a soft tone entirely unlike her normal one.

"Not at all," Homura replied, "you should know that by now. I don't enjoy your company. The only reason I'm not killing you is because that is Madoka's body, and I need to know how to get it back to _her_."

Kriemhild sighed just as softly as her voice had gotten, "I was really hoping you wouldn't say that. I know what I am Homura-chan, and what that means. But I want to..."

Before she could finish, a familiar head of blonde hair had the Witch on edge. She only barely noted the green and blue hair with it, since all her attention was on Mami Tomoe.

"Hello, Akemi-san," the Magical Girl spoke up, walking to close the distance between the two groups.

"Madoka! You're still hanging out with her?" Sayaka moved faster, sending her friend a worried look.

"Yes, I am," Kriemhild shot back.

The two groups stared the others down, daring someone to make the first move.

Well, that was what it would look like to an outside observer anyway. Kriemhild was just annoyed with her bluenette friend, and trying not to show it. She knew that Homura was confused by the sudden approach of the other Magical Girl and her groupies as well. The slight narrowing of her eyes, the pushed out lip...only _she_ would notice these things, but they were still there. And she felt the same confusion as well. After shooting at Mami, the Witch honestly expected that the blonde would be completely resistant to being anywhere near the other Magical Girl. It would make sense, considering she had been shot at.

Instead, _Mami_ made the effort to reach out.

"Tomoe," Homura finally broke the silence, "Is there any reason you are talking to me? I assumed you wanted nothing to do with me."

Mami smiled weakly, "I still can't forgive you for attacking Kyubey, you're right about that Akemi-san. But I am sorry for attacking you, that was wrong of me when you had done nothing to harm _me_."

An eyebrow went up slowly, "You are...apologizing?"

"Is that so hard to believe?" the blonde asked back.

"Yes."

While Mami looked downtrodden and confused by that- she was, after all, a kind Magical Girl -Kriemhild knew exactly what Homura was talking about.

 _The idea of Mami apologizing to her is probably something she isn't used to. I may not remember everything, but she did say that Mami was never one to apologize when they fought. She was always completely sure of herself in every way, and that annoyed Homura-chan. So why is she doing it_ now _?_

Her natural suspicion of any Magical Girl shot through the roof. Kriemhild was watching Mami warily now, worried this was a trap. Her hands absently tugged on the bow at her chest...at her Grief Seed. She didn't exactly want to expose what she was...

But for Homura-chan, anything was an option.

* * *

For her part, Homura had not failed to notice that stare. Were she anyone else, that would have garnered a shake of her head, or at least an eyeroll. But Homura contented herself with a small sigh, not really noticeable to anyone but the Witch. Who, she clearly was not going to let see it. Instead, the Magical Girl turned to her dark counterpart, and sent a flat look at her. Kriemhild just tilted her head to the side in the universal sign of confusion, blinking slowly. Very Madoka-like or no, it wasn't going to sway the time-traveler though.

"Madoka, go with your friends," she spoke shortly, "I need to talk to Tomoe alone."

Kriemhild sent her a confused look, "Homura-chan?"

"Go."

"But..."

Homura narrowed her eyes, " _Go."_

The Witch still looked like she wanted to protest, but she didn't say anything else. The look on her face was more than enough to make her displeasure clear, even as she did as asked. Homura sighed softly once the monster had left with Sayaka and Hitomi in tow, before turning her attention back on Mami. The blonde was looking at her warily, clearly worried about how easily Kriemhild had listened to her.

 _She must still think I am controlling Madoka somehow. Even if that is the farthest thing from the truth._

Shaking her head slightly, the Magical Girl focused on her older counterpart.

"What did you really want to talk to me about, Tomoe?" she asked sharply.

"I _did_ want to apologize," Mami didn't rise to the bait, though she did sigh, "That, and Shizuki-san told me something interesting. Kaname-san said that you knew the 'truth' about Witches. And that if we went to you, we could find that out. Did you know she said that?"

"Unfortunately, yes," Homura replied.

"Unfortunately?"

A raised eyebrow answered that question, "I meant what I said, Tomoe."

"I don't doubt that Akemi-san, but what are you talking about?" Mami sounded more confused than anything else.

Really, Homura didn't _want_ to answer that question. Mami was better off not knowing the truth, and that was the main reason that Kriemhild's 'offer' bothered her. The blonde should never know the truth about Magical Girls and Witches. Every time she did, it only ended poorly. Homura may not have particularly wanted this timeline to succeed, not with Madoka gone. But that didn't mean she wanted to deal with a mad with grief Mami Tomoe either. That was far more trouble than it was worth, and despite her act, she didn't _enjoy_ putting down the other girls by any means.

Killing Sayaka or Mami because they became a threat to Madoka, that was one thing. But doing it because a mental break happened was another one. Homura would still do it in a heartbeat, for her own safety and that of Madoka. But she wouldn't enjoy it.

"There is no need for you to know that," Homura finally replied, voice slow and steady despite her own feelings on the matter.

"What?" Mami blinked, "Why would I not need to know?"

"Because it doesn't concern you," the teenager replied, flipping her hair...as much a nervous habit as anything.

The blonde's eyes narrowed, "Anything involving Witches concerns me, Akemi-san."

"Not this. This is my burden to bear, not anyone else's."

'But you told Kaname-san?"

Homura frowned slightly, "Madoka is an exception. She is my friend, and I will never, _ever_ , lie to her."

 _Which is a lie in its own right. I have only told Madoka the truth at the end of a timeline._

Mami's face now had a weak smile on it, "You're very loyal to Kaname-san, aren't you?"

"Yes."

The weak smile remained on her face, as Mami turned aside slightly, "I envy you for that, Akemi-san. You have a friend who's just as loyal to you, from what Miki-san told me. I...can't forgive you for attacking Kyubey, but at least you seem to genuinely care for Kaname-san."

 _More than you could ever know, Mami Tomoe. Even if the girl you see as Madoka is_ not _her._

"Is there anything else?" Homura asked in place of her thoughts.

"One thing," the blonde replied, "Who attacked me?"

And that was one of the few things that the time-traveler just could _not_ answer, no matter what. The nature of Witches she could tell to Kyoko Sakura. But telling _anyone_ what Kriemhild was...was pushing things rather heavily. She couldn't just go around telling Magical Girls that her best friend- her _only_ friend -was now a Witch in a human body. At absolute best, she would be pushed aside as the girls went on a crusade to eliminate the dangerous Witch. At worst, Homura herself would become a target for aiding Kriemhild and keeping her existence a secret. Even if only the latter was true, as she was putting zero effort towards helping the Witch in any way.

It was for her own benefit, that she hadn't told the truth.

That being said, she _knew_ that Mami expected something for an answer. And she wouldn't give up on it until she had something, which was a problem in its own right. Homura didn't want to have to put up with an overly curious Magical Girl. Especially when that girl was Mami Tomoe, who really couldn't stop placing her nose where it didn't belong. Long experience told her that much, if nothing else.

"A Magical Girl, named Gretchen," Homura replied, lying through her teeth, "She is an...ally. An overzealous ally, who is quick to protect those who don't need it."

"Ah," Mami nodded, "I take it that's why she shot me?"

"Exactly. I didn't ask for her assistance, but she gives it no matter if you ask or not."

That, at least, wasn't an actual lie. Kriemhild would 'help' even if Homura told her outright _not_ to do so. It was frustrating, but something the Magical Girl had grown to accept. It was significantly less stressful than trying to convince a girl even more stubborn than Sayaka Miki to listen to her.

"Well, I can't blame someone for wanting to protect their friends," Mami sighed softly, "But tell her _not_ to do that again. I'll forgive her this time, but if I'm attacked again I _will_ fight back."

Here it was her golden eyes that narrowed slightly.

"Don't mistake my kindness for weakness, Akemi-san. I have no issues with fighting if I have to."

"That I don't doubt."

And just like that, the situation was...well, not solved. But at least defused, until Kriemhild did something to draw unwanted attention again. And Homura knew that was only a matter of time.

* * *

On that note, Kriemhild was having her own difficulties. Sayaka was continuing to hound her about Homura, while Hitomi tried to keep the peace. This was becoming entirely too common really, and it annoyed the hell out of her. She genuinely did consider the bluenette a friend. That wasn't just Madoka's leftover memories either, it was her own...disjointed...feelings. But unlike Homura, who she could deal with knowing what the girl had been through, it was _very_ difficult to just roll over and accept Sayaka's problems. No matter how she sort of understood why the girl acted as she did, if only because of Junko's words. Kriemhild was still highly annoyed by it all.

"Sayaka-chan, how many times do I have to say I _am friends with her?_ " the Witch was saying, crossing her arms over her chest. She even had a pout on her face, upping the 'Madoka' look.

"Until you prove she isn't doing something to you Madoka," Sayaka shot back, waving her hands wildly, "I mean, she attacked Mami-san!"

"Her friend did," Hitomi cut in, sending a disapproving look at the bluenette.

Kriemhild wanted _so_ badly to say it had been her who did so. It would have made quite the funny situation, seeing Sayaka's brain meltdown from contradictory information.

But she knew Homura wouldn't approve of outing herself like that. And the amusement wasn't worth the danger, really.

"She told me that," instead, the Witch acted ignorant, "And it was because Mami-san attacked _her_ first. Homura-chan didn't do anything wrong there, and you know that Sayaka-chan. You just don't want to like her!"

"Because..."

"Because I'm acting differently and you're worried she's doing something," Kriemhild cut her off, "Yes, we've gone over this how many times now? It's getting old Sayaka-chan."

The bluenette frowned, "That's exactly what I'm talking about though!"

"And no matter how many times you say it, it doesn't change my answer!"

Really, when had _fighting_ become their standard interactions? Kriemhild knew that the bluenette meant well, and genuinely wanted to 'help her'. But that was the thing...she didn't need, or want her help. Not when she knew that the only way Sayaka could understand and help was being a Magical Girl. Which meant they would be enemies some day, barring a miracle. It made it difficult to talk to her, to say the least.

"Why don't we talk about something else then?" Hitomi sighed softly, "We've been over this so many times...I want to talk about something else."

"Thank you Hitomi-chan," Kriemhild sent a wide smile at the green-haired girl.

"Okay then, talk about what?" Sayaka pouted.

Hitomi shrugged, "Anything really. I've gotten more love letters."

Sayaka grimaced, "Oh lord, _anything_ but that please. I don't want to talk about your love life."

"That makes two of us," the Witch sent one of 'her' signature grins at the other girl.

"Hey, we agreed on something! I knew you weren't too far gone Madoka!"

And Sayaka proceeded to tackle the pinkette, pulling her into a hug. Kriemhild stiffened, but just rolled her eyes once she realized what had happened. Said eyeroll was directed at Hitomi, who was giggling into her hand. Clearly, she had done that one on purpose. That girl was smarter than she let on. Or she just knew her friends too well, and expected this to happen. And for once...the Witch could hardly blame her. Anything that got Sayaka back to normal was a good thing. Even if it was annoying.

"What do you want to talk about then?" Hitomi asked, once she had stifled her giggles.

"How about something not involving Magical Girls?"

"I can work with that," the green-haired teen smiled softly, "What about you Sayaka?"

Letting go of Kriemhild, the bluenette scratched her head, "Yeah, we can do that. You're missing out though Madoka!"

"I have Homura-chan. I'm not missing anything."

"Yeah, don't remind me. Sooooo..."

The three girls looked at each other, trying to think of something to talk about. Anything not related to Magical Girls just seemed...mundane really. Especially to Kriemhild, who was quite literally incapable of understanding middle-school drama. At least, in the same way the other two did. And even Hitomi and Sayaka had a much different outlook on things now. It made it more difficult to just talk about things, when they didn't involve magic in some way or another.

"How are classes going?"

Hey, if nothing else, that as something worth talking about.

"Oh don't get me started on that," Sayaka winced, looking around like a teacher was watching them, "I have so much homework I haven't gotten done..."

"If you put more time into work and less into playing around..." Hitomi reminded her.

"God, don't start that," the bluenette glared at her friend, "I get enough of that from Mom, thank you."

Hitomi just smiled, "Well, I think classes are going wonderfully. Though I'm not as good as Akemi-san."

Kriemhild laughed, "No one is."

It was a mark of how much more relaxed they were, that Sayaka laughed instead of insulting Homura for once. Kriemhild took that as a victory, even as they resumed moving towards the school. That being said, while she talked with her friends, the Witch's mind drifted back to the last thing she had asked Homura about that didn't involve her help.

Kazamino...

 _I have to go there, even if Homura-chan won't help me._

Because sitting in her backpack, was a note that had been left in her notebook by one of the other students. Kriemhild still didn't know who it was, but the elegant handwriting had gotten her attention. Even if the subject matter hadn't.

 _"Come to Kazamino. I know your secret, and am interested in talking with you as soon as you are able. Come alone, and we may be able to help each other._

 _-O."_

* * *

 **AN: There we go. Sorry for the slight delay everyone, but college is...well, college. Hopefully won't happen again.**

 **I'll admit that this chapter fought me a bit too. I wanted to get things right, but that proved difficult. Hopefully everything came together well! We're also seeing the butterflies taking hold...if you know what I mean.**

 **Moving forward should be interesting. Canon is going to take a sledgehammer to the face, I can say that much.**

 **Reviews:**

 **laryssa1234:** Hitomi's opinions will become quite important moving forward really.

 **Impstar:** Mami's coping as well as she is because she hasn't been shaken _too_ hard yet. Needless to say, if she figures out the truth...yeah. That won't be fun.

 **MWkillkenny84:** Really? Maybe that's true...haven't read the manga myself.

 **Ararararararagi Rage:** Kyoko, and something else.

 **northernlion196:** Homura's my favorite, for what that's worth. And I'm working on Mami, but we'll see how that turns out.

 **Nobody Smurf:** Not so much Kyoko, though that'll happen just by being in that city.

 **James Birdsong:** Glad you like the chapter!

 **seligkeit:** Well, I'm glad this gave you the push you needed.

 **Ephemeral-Nightboy:** Funnily enough, and mentioned before, I almost did a literal reverse-Rebellion (well, post-Rebellion) here.

 **Guest:** Well, here's the continuation.

 **AN: Ten reviews. A bit less, but when I'm at 90 for six chapters, I can hardly complain about that. We keep up this pace, and we'll be at 100 for only seven chapters! For a Madoka fic, that's quite impressive I think.**

 **Thanks everyone!**


	8. Chapter 8

**AN: Update ahoy.  
**

* * *

"See you later Homura-chan!"

"...you don't plan on following me?"

"Not today. I have...things to do."

"Hmm."

Kriemhild could tell very easily that Homura didn't believe her. The two girls stood outside the school, the other students having already left. Even Hitomi and Sayaka had left with Mami, probably to hunt Witches. Of course, the Witch closest to them hadn't left though. She had been waiting to tell Homura that she wasn't going to be with her. Her parents thought she was staying at a friends house, and Kriemhild was taking advantage of that. If she could get Homura away from her- and didn't _that_ idea feel odd -she could go to Kazamino. And find out who 'O' was.

The Witch really wanted to know the answer to that question. Assuming it wasn't some fancy codename, she didn't _know_ anyone who had a name starting with that letter. Neither had Madoka...even in the last timeline, where she had been told about Homura's past lives. Nowhere had a person with an 'O' name shown up, other than Ophelia...Kyoko's Witch. And considering the odds of the fiery redhead ending up the same as her were astronomically small, Kriemhild doubted it was her. As such, she had to operate on the assumption that it was someone else.

"Is it hard to believe I want to do something myself?" Kriemhild asked, pushing her questions aside for the moment.

"Yes," Homura flatly answered, "You've made it very clear you don't like being away from me. So why now?"

"I have things I need to do," the Witch replied, repeating her earlier statement, "It's nothing that you need to worry about Homura-chan. I just want to do something alone, that's all."

The Magical Girl still looked distinctly unconvinced, "Very well. If this in any way harms my own goals..."

"It won't!"

"Hmm."

With that final hum, Homura vanished. Recognizing her magic, Kriemhild sighed softly. She knew that she was lucky she was...herself. If it had been _Madoka_ asking that question, the other girl would have never agreed to it.

 _Well, time to head to Kazamino._

 _-0-0-0-0-0-0-0-0-0-0-0-0-_

"Kazamino!"

Getting to her feet, Kriemhild exited the bus she had been riding. The stop greeting her was far smaller than the equivalent she had boarded on back in Mitakihara, though still decently large. Multiple people walked past her, either towards the bus or away from it. Just as many sent her odd looks, something that didn't overly surprise her. After all, how often did a middle school girl, in a Mitakihara uniform at that, come to Kazamino? Probably not very often, to say the least.

"I wonder where I'm supposed to meet them?" Kriemhild held up the note, reading it again.

Of course, it still said the exact same thing. Meet 'O' in Kazamino, but no indication of _where_ she would meet them. Sighing slightly, the Witch walked out of the bus stop, deciding to explore the town instead. While it had only been an excuse, she might as well see about finding a Witch or two. It shouldn't be that hard...Kazamino didn't have the same number of her 'comrades' as Mitakihara but she was uniquely suited for finding what few there were. It was going to be more difficult to avoid drawing Kyoko's attention, than finding a Witch or three.

"I kind of want to meet her though," the Witch sighed slightly, "Homura-chan might be more willing to listen if I can get Kyoko-chan to help me."

With that thought in mind, she switched tacks. Her goal was still to find another Witch- and indeed, her senses already picked one up -but there was a determination to use said Witch as a way to get Kyoko's attention. With that in mind, Kriemhild started walking in the direction she felt the Witch. This path took her through the center of Kazamino, a highly urban area, dotted with skyscrapers. None were as majestic as Mitakihara's downtown, but even if they were she would hardly have noticed.

After all, her attention was focused more on finding Kyoko. With that in mind, the Witch paid no attention to the buildings around her, nor the people sending her curious looks. All her focus was on her senses...the feeling of another Witch growing closer and closer. The dark energy was as familiar to her as breathing, but at the same time, it was like breathing in smoke. It irritated her, and made her feel like she needed to get away from it. Every instinct she had told her to stay away from her counterpart. But Kriemhild was able to push that down in a way that a purely instinctual Witch couldn't do. It wasn't easy, and she felt her steps growing heavier without Homura nearby...

But she kept going nonetheless.

"Here you are..." the pinkette muttered, as she ducked down an alley and headed towards an abandoned building, "and I think Kyoko-chan might already be here too..."

Her senses let Kriemhild see the sigil of this Witch, a shattered mirror. And beyond that, she could _feel_ the anger and frustration of her 'comrade'. Which would only be the case if a Magical Girl was fighting her. And unless Kyoko was slipping and let another girl in her rather scarce territory...

It was going to be her.

 _Into the Labyrinth..._

Bracing herself, the Witch jumped forward, her bow in hand. The _instant_ she entered the maze, she could feel the by-now familiar sensation. The sensation of _wrongness_ that she had always associated with other Witches. A chill ran down her spine, as she felt the anger from her counterpart directed away from Kyoko, and towards _her_. Kriemhild barely had time to blink, before the doors had appeared in front of her.

"Who the hell..." a familiar voice shouted, "Get outta here! This is my kill!"

"I'm not here to steal your kill!" Kriemhild shouted back, as her eyes took in her surroundings.

A range of mirrors, most cracked. The Witch herself at the center, a pitiful pile of blankets covering a shadowy face, with numerous bleeding gashes courtesy of Kyoko. Who bore her own wounds, red blood leaking down her arms. That didn't get rid of the fierce glare on her face however, as she looked at the pinkette. Red eyes stared into equally red eyes, before Kyoko turned her head away.

"Fine! Just stay outta my way then!" the redhead bit out, looking over her shoulder, "Yuma! You stay put too!"

"Got it Kyoko-nee!"

 _Yuma?_

Pushing aside the question of why Kyoko had such a young-sounding girl with her for the moment, Kriemhild pulled back the energy string on her bow. Red eyes narrowed in concentration, as the redhead across from her jumped at the Witch. Changing her own aim to avoid hitting the Magical Girl, Kriemhild let loose a brace of her signature black-red arrows. Each one flew into the gap in the blankets, getting a scream of pain from the Witch.

A scream quickly cut off, as Kyoko took advantage of the gap and jammed her enlarged spear right through the 'heart' of the monster. The Labyrinth began fading, as the Grief Seed floated to the ground. Kyoko walked forward and grabbed the Seed, as a green-haired girl ran out and latched onto her arm. Kriemhild raised an eyebrow at that, not recognizing the girl- presumably, the mysterious Yuma.

In any case, after sending a fond smile at the girl who pulled a Sayaka and healed her wounds, Kyoko turned her eyes on the intruder in her territory. The glare on her face made her feelings clear, even if the spear pointed at the Witch's chest hadn't.

"Okay, you," the redhead spoke, "What the _hell_ are you? Ya feel like a Witch, but you look human. And I can see that Grief Seed on your chest too!"

Kriemhild glared right back, "I'm not here to fight you."

"I don't _care_ what ya say. Answer the question before I just kill ya."

"Won't you kill me anyway?"

"Depends on the answer."

Both girls glared at the other, red on red. Only little Yuma didn't glare, looking between the two. The young girl reached up to Kyoko's arm, and tugged on the long sleeve. The redhead didn't look down, continuing to glare even as she replied to the tug.

"What is it Yuma?"

Yuma frowned softly, "I don't think she's here to hurt you Kyoko-nee. Couldn't she have attacked while we were fighting the Witch?"

"Yeah, but that would have been stu..."

"What's your name?" instead of letting her finish, Yuma turned to look at Kriemhild.

Who was blinking slowly, seeing _Kyoko Sakura_ being put in her place by a kid. Evidently her existence wasn't the only way the world had turned upside down. That was certainly a new one, to say the least. It got a small smile from her, the most that could happen when her Witch-instincts were screaming to _shoot the girls before they hurt me._

"Kriemhild Gretchen," and clearly, there was no point in lying if she was going to tell Kyoko _what_ she was.

"Never heard of ya," said redhead broke back in, "Now, I'll ask ya again, _what are you?"_

And, here was the problem. Kriemhild _could_ lie, but the point in that was...useless. Especially if 'O' was anywhere nearby. Better to just tell the truth, and get it over with really. Hopefully Kyoko was pragmatic enough to take advantage of her ability to draw in Grief, and didn't attack.

"A Witch," Kriemhild answered, tensed and ready to move if the spear shot at her, "technically. But I'm not like the others. My nature is Mercy...I _hate_ other Witches, and will help kill them."

If Kyoko heard her words, she didn't show it. Instead, the redhead was staring, her jaw hanging slightly open. Clearly, however much Kriemhild _felt_ like a Witch, the other girl hadn't expected that answer. Not that one could really _blame_ Kyoko for her reaction. After all, the idea of a Witch being in a human body was hard to believe all on its own. The idea that said Witch wasn't angling to _fight_ was somewhat harder to believe than even that. Kriemhild was well aware that any Witch should be fighting any Magical Girl.

She wasn't exactly immune to that herself. If Yuma weren't so...non-threatening...and with Kyoko, it was quite likely she'd fight her. The only reason that Kriemhild didn't fight _Kyoko_ was because she _wanted_ to be friend with her.

"You have _got_ ta be shittin me," Kyoko finally got out, shaking her head, eyes narrowing again.

"Nope."

The redhead sighed, even as she kept up the glare, "Well, if you really _are_ a Witch, give me a reason I shouldn't be killin ya? I could always use another Grief Seed."

"You actually believe me?" Kriemhild blinked slowly, honestly surprised by that.

"Well, ya feel like a Witch. You have a Grief Seed, and no Soul Gem. What the _hell_ else could ya be?" Kyoko clearly fought against rolling her eyes, "That being said, I don't have any idea how ya exist. Or why you ain't attackin me."

Kriemhild scoffed, "And I don't know why you aren't attacking me."

"Call it curiosity. I want ta know if you're the only Witch walkin around like this."

"Well, so far as I know I _am_ the only one like this. Kyubey thinks so anyway, not that I believe anything that rat says."

Kyoko snorted, "That makes two of us. Can't believe I'm agreein with a _Witch,_ but after he contracted Yuma here, I don't trust that rat anymore."

That got an eyebrow raise out of Kriemhild. Not trusting Kyubey was understandable, and a good idea. But the idea that Kyoko stopped because of Yuma was...hard to believe. Sure, her and Sayaka had been close in the last timeline if she remembered right. But Yuma...how much did the redhead really consider herself the girls older sister? That was an interesting question.

Or it would be, if she weren't in a situation where she needed other answers.

"Well, I doubt you trust _my_ word," Kriemhild continued, not lowering her bow at all, "but I didn't come here to fight you. Someone knows what I am, and called me here to talk. I just figured it was a good idea to let you know."

"Huh. Who called ya? Because if it's another Magical Girl, I need to go beat her up for tryin to work on my territory."

Before Kriemhild could answer, footsteps echoed in the building. Both Witch and the Magical Girls turned their heads, as a tall girl in white walked into view. A small smile was on her face, as she held her empty hands by her side. Her white dress was similar to her silver hair in color, as her green eyes looked over the other girls. Her ridiculous hat was a new one, and managed to get an amused snort out of the Witch. But amusing as her hat may be, there was something about the way she carried herself...

Something that said this girl was _dangerous_.

"That would have been me," she spoke softly, her voice carrying a cultured accent.

"And who are _you_?" Kyoko had her spear pointing at the new girl, while Yuma moved behind her slightly. Kriemhild would have been surprised by that- by Kyoko dropping her guard -if she didn't know that there was a barrier of magic ready to snap up around her if she even flinched wrong.

"Oriko Mikuni," the other girl inclined her head slightly, "A pleasure to finally meet you, Kyoko Sakura. And you as well, Kriemhild Gretchen."

Both Magical Girl and Witch shared a look, before saying almost in unison.

"Never heard of you."

Oriko held a hand up to her mouth, a light giggle escaping her, "That doesn't surprise me. Come, I have something both of you need to hear."

* * *

The mystery girl, now joined by a dark-haired girl- Kirika Kure -lead Kriemhild, Kyoko, and Yuma away from the abandoned building. They moved towards a hotel, where Oriko let them all in. The fancy building was something that had Yuma gasping in awe, and Kyoko grumbling about owing someone. For her part, Kriemhild was very much on edge. Kyoko may have decided not to fight her- yet -but she had no idea who Oriko was. Or what her power was, which worried her more than anything else. If Oriko, and Kirika for that matter, had powers she couldn't easily counter...well, this as not going to end well.

Especially since she didn't have Homura for backup.

"I apologize for the short notice of this meeting," Oriko turned back, now wearing a more normal dress as she sat in a chair, "But I needed to talk to you without Homura Akemi."

"Why would you be worried about Homura-chan?" Kriemhild shot back, eyes narrowing slightly.

"And who the hell is Akemi?" Kyoko added sourly.

"In answer to your questions," the silver haired girl replied, "Homura Akemi is a powerful Magical Girl who lives in Mitakihara. And she would kill me, the moment she became aware I made a contract."

Kriemhild frowned at that, "Kill you? Why? I don't remember you..."

"You wouldn't," Oriko smiled that ever-so-slight smile again, "We have never met, you and I. However, I have no doubt that Akemi-san would kill me. And I know exactly why...and can't blame her for that choice."

"What do you mean?"

At that question, the smile faded away, as Oriko took a sip of the tea that Kirika had brought out. Said girl was sitting beside her, smiling widely when Oriko sent her a thankful nod.

"That is a difficult question to answer," she replied, voice growing even softer, "You see, my power is to see the future. And every future where _you_ meet me with Akemi-san, ends with my death. The reason for that is quite simple, Gretchen-san. I hurt Akemi-san horribly, in the past."

 _The past...one of the old timelines? But Homura-chan never mentioned Oriko before._

Even as she thought that, Kriemhild sighed and pinched her nose. She knew _exactly_ why Homura wouldn't have mentioned the other girl.

 _She didn't want to talk about it. Of course._

"How?" the Witch asked instead, voice going dangerously low.

Anything and any _one_ that hurt Homura-chan was something she hated. The only reason she was giving Oriko a chance was the fact the girl had made no moves to attack. And she seemed to be genuinely repentant for whatever her past self had done. But if she didn't have a good reason...well, the gloves were off. She would _never_ allow someone to hurt Homura.

If they tried, they would discover exactly how dangerous an angry Witch truly was.

"I can't answer that, not entirely," Oriko replied, apparently unfazed by the anger in her direction, "my power allows me to see the future, not the past. What I know is what Akemi-san said in those futures. That I had killed Madoka Kaname in a mad quest to prevent _your_ birth. And she had never forgiven me for it."

Here, her smile completely faded away.

"My power doesn't normally allow me to hear words like that, Gretchen-san. I can only assume this is different because of what it is."

Kriemhild didn't know how to reply to that. There was genuine regret in Oriko's voice, but it was tempered by...determination? Maybe she regretted having to kill Madoka, but would still do it anyway? If that were the case, why would she work with _her_ then? The Witch opened her mouth to ask that question, before another voice interrupted her.

"Okay, what the hell do you mean by _birth_?" Kyoko looked _pale_ , which was so out of the ordinary that Kriemhild felt like the world was going to end. And not by her hand.

Oriko's weak smile was back, as she shook her head slowly, "I believe you've already guessed the answer, Sakura-san."

"Ya have to be kiddin? Right?"

"I assure you, I'm not," the seer replied softly, "I have seen it happen to you. To Mami Tomoe. To Sayaka Miki. Even to Kirika."

"..." the dark-haired girl burrowed into Oriko's side at that, an uncomfortable look on her face.

"The truth is, that our Soul Gems will eventually become Grief Seeds. Nothing can stop that, only delay it."

Kyoko clenched her fist, anger replacing the paleness. Anger and rage the likes of which Kriemhild had never seen on the other girl's face, not even when she was still Madoka Kaname. And she had an idea where it came from. Because the fist that _didn't_ clench was tightly holding Yuma to the redhead's side. She was probably angry for _her_ sake, not her own. The thing was though...this was always going to happen. Homura or herself would have eventually told someone the truth. So that couldn't be the reason Oriko had her here.

Especially if she could see the future.

"Why did you bring me here anyway?"

As such, Kriemhild turned back to the seer, who looked her straight in the eye.

"Because there is one more thing I have seen in my visions," Oriko replied simply, "if you survive, Kriemhild Gretchen, we eventually solve our dependence on Grief Seeds."

"What?"

"The hell?"

It seemed to have become natural for Kriemhild and Kyoko to talk in unison. In any other situation, that might have been amusing. In this one, it was much more serious. The Witch was aware she could remove the need for Grief Seeds, if the Magical Girls just _trusted her_. But that was a temporary thing at best really, since she wasn't going to be around forever. And she couldn't help those who didn't accept the help. Well, that and she wasn't inclined to just help any random girl off the street anyway. Kyoko...Sayaka...Homura...they were the exceptions to the rule.

Any other Magical Girl _was_ her enemy. Oriko was borderline, if only because she hadn't attacked despite knowing what she was. So how, even if her power allowed her to clean Soul Gems, was it the key to removing any reliance on Grief Seeds? That didn't make much sense to the Witch.

"I can clean Soul Gems," Kriemhild looked at Kyoko as she said that, "But I don't see how that means I can make it where you all don't need Grief Seeds entirely."

"You can clean..." Kyoko blinked, before her eyes narrowed, "Prove it."

"Sure, if you hand me your Soul Gem."

The redhead scowled, "Hell no. You ain't touchin mine until I know you ain't lying. Use hers."

Here, she pointed at Oriko, who simply smiled that small smile, as she held up the slightly darkened form of her own Soul Gem. The bright silver was dulled slightly by the corruption, making it appear more grey than it should.

"Oriko, you can't," Kirika protested, a glare much like Kyoko's on her face as she looked at Kriemhild, "Use mine instead! I won't let you hurt Oriko!"

"Kirika, please," Oriko shook her head, her smile growing ever so slightly as she looked at the other girl, "Don't worry. I know what I'm doing, all right?"

"But..."

The seer just smiled, before turning back to Kriemhild, "Feel free to cleanse my Gem."

Kriemhild nodded, and held out her hands. She wasn't _exactly_ sure how to do this, not really. She hadn't done it after all, not yet. But her instincts were flaring when she focused on the Gem. The Witch could _feel_ the taint of grief on it, as much as she could feel her own heartbeat. The feeling of a Witch, even if it hadn't been 'born' yet. The grief called to her, in a way that nothing else did. It was what every Witch fed on, even her despite her desire to remove all of it from the world. And it tempted her, tempted her so badly, to just pull on the grief.

 _Concentrate._

Forcing her mind off the instincts, Kriemhild took a deep breath, focusing entirely on the grief...the corruption. She _tugged_ on the threads tying it to the Soul Gem, her own Grief Seed glowing slightly. The darkness on Oriko's Soul Gem flew off, the same way it would have if a Grief Seed had been placed on it. Kriemhild let out a soft sigh, as that darkness flew into her hand. It...

She really didn't know how to describe it. It felt like someone had fed her a caffeinated drink, or a lot of sugary candy. A burst of energy ran through her system, making her body shake slightly. But as quickly as it came, it faded, along with the light on her Grief Seed.

"Well, that worked," Kyoko blinked, "That's freaky."

"Indeed," Oriko nodded, "However, it is also useful. Do you believe me now, Gretchen-san?"

"I already knew I could do that," Kriemhild shook her head, "I still don't see how I can help everyone."

"That is something I can't tell you," the seer's smile didn't fade, "All I know is that you must survive, if Magical Girls are ever going to be free of our dependence on Grief Seeds. Will you accept my aid?"

Honestly, Kriemhild was very divided on that question. On the one hand, she had a girl here who _wanted_ to help her, despite what she was. That was valuable, since it made it easier to keep Homura safe. Which as ever, was her main goal in this body. But on the other hand, this was a girl who admitted to being someone Homura would kill. With very good reason, at that. And, there was also the fact that Kriemhild didn't _trust anyone_. Leave alone someone who she didn't know in the slightest, not at all.

So then...

"Yeah, but I don't trust you. If you do _anything_ to hurt Homura-chan..."

"You will kill me?" Oriko's smile didn't fade, "I am well aware of that. It has happened, in my visions."

 _That is going to take getting used to._

And despite accepting the aid, Kriemhild couldn't shake the feeling that Oriko Mikuni had her own goals in offering to help.

* * *

 **AN: This one was hard. I've never written Oriko before, so that was rather...fun. Hopefully I did well there.**

 **We're also really hitting the butterflies now. Things are going to continue going off the rails the further along we get. Don't expect the canon story here, beyond the specter of Walpurgis.**

 **Reviews:**

 **Kokuyoseki no tsubasa:** Glad that part worked well!

 **wolfdude16:** Never underestimate Madomom, eh?

I take a new view on Oriko from the one I had in writing _New Hope_. Namely, that Homura for the first, oh probably dozen or so, timelines after Oriko Magica...would have killed her outright. But by the same token, the OM timeline was a _big_ anomaly. Oriko, presumably, never popped up before it. By extension, that means anywhere from 5 or more timelines without her, before she showed up.

So, logically, she won't contract in every timeline. If Homura realized that, she'd probably just ignore her beyond killing her every once in a while, in the interest of more time preparing for Walpurgis. That's my logic anyway. *shrug*

 **CurryKing:** Not at all. But Kriemhild didn't know that, before meeting Miss Future-Sight. And now, she's just going to have to figure it out as she goes along.

 **northernlion196:** Yup, Oriko fun times ahead.

 **Ararararararagi Rage:** See above.

 **EXpertUS:** The butterfly effect is in full...effect...in this timeline.

 **VocaSURASHU:** Nope, not Ophelia.

 **Ultimateheatblast4:** Thanks!

 **MWkillkenny84:** I wouldn't call it a 'blackmail' letter necessarily...

 **Nobody Smurf:** Yup, she doesn't give Junko enough credit. Not that one can really blame her though.

To be fair, Oriko had good reason not to want Homu around. Being shot in the face from time-stop isn't fun I would imagine.

 **Guest:** Nope, sorry, not Kyo-Witch.

 **Yoru no kodomo:** Glad you're enjoying it!

 **Puella Magi Kuro Magica:** Heh, cliffies have the same relationship here. Glad you like the way I'm taking it!

 **AN: We've gone above 100. That makes me so happy. Keep up the reviews everyone, I love seeing them!**


	9. Chapter 9

**AN: SORRY!  
**

 **I did warn that a schedule slip was a possibility...but I didn't expect quite this long of one. All I can say is, college can really kick you in the behind sometimes. I had to do a couple papers, and that took up my writing time/juices for longer than I would like. But that's done and over with, and we're back in order. If all goes well, we should be back on schedule.**

 **I hope.**

 **We also _reeeaaaaalllly_ go off the rails here. See bottom AN.**

* * *

"Why have you called me here?" Homura Akemi frowned, ever so slightly, as she stood with Hitomi Shizuki outside the Mitakihara Hospital.

"Mami-san and Sayaka went into a Labyrinth," Hitomi answered quickly, the odd urgency completely at odds with her normal tone of voice, "You're the only other Magical Girl in Mitakihara, and I was hoping you could help them if they...need..."

The green-haired girl trailed off, though little more needed to be said. For Homura it was a very strange reversal. She knew very well which Witch was here...Charlotte, formerly Nagisa Momoe. This was later than usual, but this timeline was anomalous enough that it had little impact on her thought process. Especially as _every other_ time this had happened, either Tomoe left her out of plans to hit the Witch, or Madoka had grabbed the blonde without saying anything to the time-traveler. As Madoka was currently a Witch and somewhere where Homura wasn't able to find her...Hitomi had taken her place, once again.

But unlike the pinkette, her soft-spoken friend seemed quite determined to mend fences. It was...odd. Homura only rarely interacted with Hitomi- she still had memories of the one time she _had_ and had inadvertently gained the romantic interest of the green-haired girl -but this was new. She was like Madoka in a way...kind-hearted and hated conflict. But unlike her dear friend, Hitomi was the one who had played peace-keeper between Madoka and Sayaka the rare times the two had gotten into an argument.

Clearly, she had transferred that to playing peace-keeper between Homura and Mami instead.

"Very well," Homura finally nodded, moving to where she could see her Soul Gem 'pointing her', "I would advise you stay out of the barrier, but I doubt you will listen."

Hitomi shook her head, a small frown crossing her pretty face, "I can't help you fight, but I don't want to leave Sayaka in there alone. I won't get in your way Akemi-san, I promise that."

 _So much like Madoka...and yet, so different. Madoka would want to help, even if she knows she can't. Shizuki however, seems to merely want to make sure Miki is okay, nothing more than that._

And on top of that, she made it quite clear she wasn't going to get in the way. Again...like Madoka, but unlike her all the same. It was...interesting, but not worth dwelling on.

"Stay behind me," the time-traveler nodded again, before stepping forward into the Labyrinth.

"I will," Hitomi promised, walking much more cautiously than the Magical Girl.

For her part, Homura's eyes were scanning the Labyrinth the moment she entered it. Of all the Witches, Charlotte perhaps had the most familiar barrier. Not necessarily because Homura had seen it the most times, since she had on occasion done her best to save Nagisa Momoe. Or there were times that Mami killed the Witch without trouble, or even times where Nagisa herself died before transforming. No...this Labyrinth was so familiar because it was most often the place that Mami died.

Even if she wasn't inclined to 'befriend' Tomoe, that didn't mean Homura wouldn't recognize such an important place. The cookie walls...the needles and other hospital items. She knew this maze as well as her own home.

"No Familiars..." Homura noted, drawing a SAW from inside her shield.

"Mami-san?" the girl behind her asked.

"Likely. Tomoe never leaves any Familiars behind, on principle. However, she is not equipped to fight this Witch."

 _Very few Magical Girls_ are _. Charlotte is unique._

Not once had Homura ever encountered another Witch that could change form like this one.

Hitomi frowned slightly, "Is this Witch that dangerous?"

"Yes. Follow me."

The other girl did as told, though the worried look didn't leave her face. Her dour features were examining the Labyrinth as much as Homura herself, as they moved quickly down the pastry-lined passages.

"It's a good thing I called you then?" Hitomi spoke up softly.

Homura merely nodded sharply, not replying in words. All her attention was focused on listening for the sound of gunfire. If past experience were any indication, Mami probably hadn't reached the heart of the Labyrinth yet. That meant she had time to catch her before the fool got herself killed. It had little viable impact when she planned on resetting this timeline anyway, but the chance to run an experiment on using Mami against Walpurgisnacht...

Not to mention she didn't want to deal with the problem of outright refusing to help, even if it were easier.

"Stop."

That short statement came from Homura's lips, as she brought up her machine gun. The reason was readily apparent, as a swarm of Familiars burst from the suddenly cake-lined walls. The sound of gunfire ahead made the reason for that abundantly clear...Mami had started attacking. Charlotte's servants had been roused by the use of magic, and now were attacking anything in sight.

Including her and Hitomi.

 _Inconvenient_ _. Tomoe cannot be stealthy._

The sharp bark of Homura's own weapon started up, as she fired directly into the swarming group of Familiars. The candy-shaped monsters popped like balloons with each shot, though more rose to replace them. Charlotte's Familiars were weak, but numerous. Homura could have simply stopped time and bypassed them easily enough though. But that would leave her with the only option of letting Mami and Sayaka die, because time stopping would leave Hitomi behind to be eaten.

Clearly, more trouble than it was worth.

All the same, it didn't hold her back much. It was inconvenient, but Homura was more than capable of dealing with such weak Familiars without the need to stop time. It wasn't even difficult, not really. She could have done it with a pistol, but as time was of the essence, the SAW was her weapon of choice. Mowing through the Familiars, she started sprinting forward. Hitomi followed as best she could, but that girl was even less athletically inclined than Madoka- sans her dance lessons anyway -and it showed.

Forced to slow her own sprint slightly to avoid going to far ahead, Homura continued to listen to the sound of Mami's gunfire. It wasn't getting any further away, nor slowing down. At the least, that meant she hadn't reached the Witch yet. On the other hand, the longer the blonde took, the more likely it was she would make some level of mistake. Which would be bad.

"She will likely die...again..." Homura muttered, her low voice more than hidden by the sharp cracks of her machine gun, so there was little chance Hitomi could hear her.

"Are we close, Akemi-san?" in any case, the green-haired girl was panting as she struggled to keep up with the Magical Girl.

"Yes."

Homura didn't need to say more...to anyone who had any knowledge of Witch's Labyrinths, it would be clear. Hitomi lacked that experience, but it wasn't like Homura was going to coddle her or lie. They were very nearly to Charlotte's inner sanctum. Even if she hadn't recognized that fact, the sudden lack of gunfire would have made it perfectly clear. If past experience were any indication...Mami was currently setting up either her first strike or her Tiro Finale to use on the 'weak' doll form of the Witch.

Oh how little she knew.

Kicking down the last door in her way, Homura's eyes quickly scanned over her surroundings. Frosting under her feet, various sweets ranging from oversized donuts to wrapped candy scattered all around. Massive pillared tables standing in random positions and orientations. Frosting leaking down the walls, with the overall appearance of a badly made cake.

Her attention wasn't held long by that though.

"Tiro Finale!"

The Magical Girl bit back a curse, as Mami's massive cannon fired. Ribbons spread out of Charlotte's doll form, squeezing it to the point that the worm that was the Witch's true form shot out. Homura didn't even hesitate. She didn't make sure Hitomi was behind her. All she did was reach for her shield. A twist of her wrist had the gears turning in the familiar pattern. Greys took over the world, everything fading out for the silence of her time-stop. Charlotte stopped mere feet from a shocked Mami, who would never have enough time to move.

 _This happens far too often. I would be better served letting her die...I have no guarantee she will be an aid, and the shock may prove enough to convince Sayaka Miki to not contract._

Even as Homura thought that, she discarded the notion however. It would be pointless letting Mami die if her goal was to keep Sayaka normal. It had never stopped her before, and if the time-traveler stepped in _after_ Mami died, it would only be Hitomi's word that could keep Sayaka from deciding she _let_ the Magical Girl die. Not that it would be a falsehood in that case...

 _Focus._

Shaking those what-if's from her head, Homura jumped forward. Nothing moved in her time stop, until her outstretched arms hit Mami. Color came back to the blonde, along with her wide, golden eyes. Eyes that looked at Homura with a panicked expression.

"Akemi-san? What...?"

"Quiet."

Not in the mood to explain anything about her power, Homura merely rolled to the ground, pulling Mami with her. Only once they were clear of Charlotte's path, did she turn her shield once more. Color and sound rushed back into the world, by far the loudest being the Witch slamming into the ground where Mami had been standing. Dust and frosting flew into the air, as Homura jumped back to her feet. Mami was right beside her, still staring wide eyed at her.

"Stay back, this one is mine," the time-traveler told her, before reaching into her shield.

Her hands came out full with a rather _large_ rocket launcher. Charlotte looked up, clown face scrunched up in clear confusion. Homura knew the reason for that...Mami shouldn't have been able to doge, and _she_ shouldn't be here. Not that it mattered, as that confusion was quickly wiped away courtesy of a rocket propelled grenade. Using the cover of the explosion to her advantage, Homura leaped up to one of the tables.

Charlotte had a one-track mind, even moreso than most Witches. The reason for that was likely the young age of Nagisa Momoe...but in the end, that didn't matter. Homura just knew that she could use that to her advantage. Because when the smoke cleared, the relatively unharmed Witch had completely forgotten Sayaka and Mami, focusing all her attention on the girl who dared attack her. That worked perfectly fine for Homura...as she stopped time and 'teleported' away from from her table. Charlotte's mouth closed down on nothing but a block of C4, as Homura moved to another table.

And again, the Witch tried to eat her. Only for the Magical Girl to vanish and reappear on another table. It was a time-honed strategy for dealing with this particular Witch, and it worked the same as it ever had. After two more jumps, Homura had enough explosives in the Witch's mouth for her final blow.

 _Got you._

Her hand came away from her shield after her last jump, holding the detonator to all the C4 she had made the Witch consume. Explosions ripped through Charlotte's body, sending pieces of the worm flying in all directions. Without even a moan, the body of the Witch collapsed to the ground, pieces falling away as the Labyrinth itself faded.

"Akemi-san, what _was_ that?" Mami was immediately next to her, as the maze faded away fully.

Homura merely raised an eyebrow, "Do you tell Magical Girls the nature of your power?"

"No, I don't," the blonde shook her head, "Not unless I trust them."

"There is your answer. I do not trust you."

"I see...well, I can put aside my curiosity about that. Thank you... _thank you_. I would have died if you...had...hadn't..."

Mami was on the verge of a breakdown, as what had nearly happened _really_ set in for her. Homura was neither surprised, nor upset by it. She knew that Mami would react this way. It was her personality.

"I may have no desire to work with you," Homura flipped her hair, "But that does not mean I would leave you to die. However, you should be thanking Shizuki for bringing me here."

The blonde nodded shakily, turning to look at Hitomi, who had brought a shaken Sayaka over, "Thank you Shizuki-san."

Hitomi just smiled softly, "You're welcome Mami-san. It was the least I could do...I know you don't agree with Akemi-san, but I thought she could help you."

"Well, normally I would be upset you went to another Magical Girl," Mami weakly rubbed at her eyes, tears falling away, "But in this case, all I can do is thank both of you from the bottom of my heart. Akemi-san? You can...have the Grief Seed, if you want it. That was your kill...not mine."

While she was inclined to say no- Mami was likely in real need of a cleanse -Homura knew that would be more trouble. Mami would see her generosity being rebuffed, and that would ruin whatever rapport they had now.

Just as with letting her die, more trouble than it was worth.

"Very well," the time-traveler inclined her head slightly, "However, you should check if you need to use it first."

"I didn't use that much magic..." Mami flushed slightly, but did as asked. Her eyes widened at the darkness clouding her Gem, before they moved to Homura, "How...? I really didn't use..."

Homura just shrugged minutely, "If you feel strong emotions of negativity, it will cloud your Gem as surely as magic usage."

"I've never..."

"You've never had a reason _to_ know that."

That was the truth. Kyubey had zero reason to tell a Magical Girl even that much. It would lead to questions that he would rather not answer, even if he really didn't lie. The only reason Homura was telling that much was because she didn't need Mami inadvertently succumbing and becoming a Witch, because she wasn't keeping an eye on her Soul Gem. One Witch was enough, she didn't need to have another- former -friend become a monster.

"Akemi-san...I may have to take you up on your offer," Mami's voice shook, as she looked at her clouded Gem.

For her part, Homura just wordlessly handed over Charlotte's Seed. She had more than enough of her own, giving this single one away would hardly hurt her in the long run.

"Thank you."

While Mami was cleaning her Gem, Sayaka stepped forward to take her place. The bluenette had her typical hostile expression firmly in place, glaring up at her. Homura merely blinked back, more than familiar with this. She doubted that Miki ever remembered previous timelines, but the mistrust only grew for each new attempt...so it was entirely possible that at least something carried over. Not that it particularly mattered, considering Homura had little desire to be friends with her. But it was still problematic...

"I'm sorry," Sayaka finally averted her blue eyes, looking at the ground as she let out a deep sigh.

"Pardon?" Homura actually felt her eyes widen slightly.

"I thought you would let us just die instead of helping, but I guess I was wrong," Sayaka elaborated, still refusing to look at Homura despite the slight red tint to her cheeks, "Guess I was wrong about a lot of things. So, sorry."

Homura inclined her head slightly, "No need for apologies Miki. I don't need them or desire them."

Sayaka bit down on a curse, "Yeah, figured you'd say something like that. Whatever, be like that if you want transfer student. I'll try to be nicer to you, but this doesn't make us friends. Especially with how Madoka acts around you. Don't think I'm not watching you!"

"Understood."

The bluenette kept up her renewed glare for a moment, before wandering off again to talk to Hitomi. Deciding that there was no need for her to stick around, Homura merely twisted her shield and left the area.

She needed to figure out where the wayward Witch had vanished off to anyway.

* * *

Said wayward Witch was wandering with Kyoko, as it turned out. Kriemhild had been told a lot by Oriko, and needed time to think it over. Kyoko was the same, and the two had sort of...clicked...after the truth came out. Odd as it may be, they were similar enough in personality and outlook that they could strike up some sort of strange comradery. Kriemhild wanted to kill and destroy Witches and anything else that caused despair, while protecting the things that were important to her. Kyoko was the exact same, especially when it came to the _third_ girl, who was currently clinging to her arm.

Yuma Chitose...Kriemhild still wasn't sure what to think of that girl. She was excessively cheerful, and had quickly decided that she was 'Kriem Onee-chan' despite her status as a Witch. It had gotten a look of _sympathy from Kyoko_ for god's sake! All the same though, that cheerfulness seemed forced sometimes. Maybe it was only her who noticed, but...it just seemed that way.

 _"Kyoko-chan?"_

 _"What?"_

To her credit, the redhead didn't mentally flinch away like Homura would.

 _"Why do you have Yuma-chan with you anyway?"_

 _"..."_

 _"Do I not want to know?"_

Kyoko just sighed heavily, and reached down to Yuma, "Hey, you mind if I show her...you know?"

"It's fine Kyoko-nee," the green-haired girl replied, turning wide brown eyes up at her 'sister'.

"You sure?"

"Yeah!"

The redhead sighed again, before pulling back Yuma's hair. Kriemhild felt her eyes widen, as she saw...

"...are those what I think they are?"

A growl replaced the sighs from Kyoko, "Hell yeah they are. Her bitch of a mother did that to her. Ya can see why I have Yuma with me now."

Understandably, Kriemhild was seeing red, figuratively and literally. Her eyes had turned to their 'Witch' shade, deeper than even Kyoko's. Kriemhild...hated one thing more than anything else. Evil that created suffering. She wanted _so badly_ to get rid of that, perhaps more than anything else. And to see it up close like this just drove that point home even further. She could _feel_ her instincts. Her very _nature_ fighting at the bonds of her sanity. Driving her to transform on the spot and find this woman, and _end her_.

It took everything that Kriemhild had to fight that down, and even still, her eyes stubbornly remained red. Kyoko had her hand on her Soul Gem, clearly prepared to transform if she needed to. She had pulled Yuma behind her, the green-haired girl sending a worried look at her 'sisters'.

"Her mother burnt her? Just like..." Kriemhild barely kept her voice down, "That...that..."

"Calm down will ya?" Kyoko clearly wasn't used to being the one without the temper, "The bitch is dead anyway. Witch got her before I saved Yuma from it. Believe me, if it hadn't _I_ woulda killed her myself."

Kriemhild felt...cheated somehow. Another Witch had beaten her to the punch, eh?

"Good, she deserved worse."

"No argument here. Now that we have _that_ outta the way, why're you followin me around?" Kyoko warily dropped her hand, red eyes searching Kriemhild's face, "Shouldn't ya be gettin back to Akemi?"

The Witch nodded, her simmering temper slowly fading away, "I am going back soon. I just wanted to get to know you Kyoko-chan, if we're going to be working together."

"Yeah yeah," the redhead waved her hand, "Don't think we're friends or anything. But that cleansing thing ya do? Too useful not to have around. Need to talk to 'ole Mami anyway, so Yuma and I moving to Mitakihara isn't that hard to understand."

"Exactly why I need to know you," Kriemhild felt her smile slowly returning.

Kyoko just shrugged, "Ya know enough to work with me. What I want ta know, is if you're ready for what that Oriko chick was talking about."

Silence fell at that statement. Oriko's final words to them had been something that was on Kriemhild's mind since they left. Yuma had distracted her from them, but they came rushing right back when Kyoko brought it up. How could they not? It was something that was still hard to really wrap her head around, to say the least.

 _"I cannot overstate how important it is you survive," Oriko said, serious expression once more on her face._

 _"I don't exactly intend to die," Kriemhild replied._

 _"You will not find it that easy," the seer countered._

 _Kriemhild frowned, "What, will I lose to Walpurgisnacht?"_

 _"That is a possibility, but it is not what I am talking about. Tell me, how much do you trust Kyubey's word?"_

 _"Not at all. If I could kill that rat, I would have by now," the Witch ground her teeth._

 _"Then you should know that he has no intention of leaving your secret intact."_

 _The Witch was very well aware of that actually. She knew that Kyubey would tell someone eventually, he had said as much himself. She was useful as an experiment, but that would only last so long. Not much secret there really. So why did Oriko feel the need to bring that up? Surely it wasn't that important, right? Right?_

 _"What do you mean?" she asked warily, "I already know he'll tell Mami sooner or later."_

 _Oriko shook her head, "I am not talking about Mami Tomoe. Kyubey will be telling..."_

The knowledge of what Oriko had told her had Kriemhild more on edge than she would like to admit. She had Kyoko and Yuma on her side. Kirika supposedly went to Mitakihara as well, and could help if needed. And Homura was nearly unstoppable if she truly wanted to do something. But even so, she couldn't shake what the seer had told her. If Oriko was correct, it meant very bad things for everyone involved. Kriemhild didn't like to acknowledge that but it was the truth. She just didn't have the power to shrug off attacks in this body.

She was strong, ridiculously so. But that was not the same as world-destroying entity. Strong enough Magical Girls could still beat her. And if what Oriko had said was true...

 _I have good reason to worry._

* * *

Far away from Homura or her 'friend' another group of girls sat on a rooftop. Each of them wore unique and flashy outfits- bar one in dark and subdued shades -that marked them as Magical Girls. And sitting in the center of that group was Kyubey. The Incubator was staring up at the leader of these girls, the one in the dark clothing. Her hood hid her face, only green eyes peaking out in the shadows of the hood. Those eyes were sharp and intelligent, and watching the Incubator just as carefully as Homura herself would. There wasn't the same hatred and distrust, but there was not the friendship of Mami Tomoe either.

Her wariness was justified really. Kyubey only rarely came to a group of her size, generally letting them operate on their own. There was a hierarchy, and the only loyalty any of these girls had to _him_ was the granting of their wishes. So he typically let them be, preferring to spend his energy on singular girls. For him to call up the whole group...

Well, it justified some wariness.

"Why are you here Kyubey?" the girl asked, her voice far softer than her foreboding appearance would indicate.

"To answer that, I have to ask you a question," the bunny-cat replied, "Are you aware that there is a new Witch in Mitakihara?"

"Of course not," another of the girls snorted, her limp blue hair hanging in her face, "That's Tomoe's ground, none of us are stupid enough to go up against _her_. So why should we..."

"Mimi, quiet please," the leader held a hand up, getting her partner to shut up, "Kyubey, a new Witch in Mitakihara had no bearing on us. We have our territory, Mami Tomoe has her own. There isn't a reason for us to care about new Witches."

Kyubey looked up, unblinking eyes staring directly through the shadows of her hood, "This Witch is an anomaly. It has no Labyrinth."

"No Labyrinth..." a redhead muttered softly, "Isn't the only one like that..."

"Walpurgisnacht," her leader finished, "is this Witch that powerful?"

"It is not a matter of power," the Incubator replied, "the Witch has a human body."

Silence overtook the roof at that statement, as each of the girls gaped or blinked rapidly. Mimi was the one with the largest reaction, outright jumping to her feet in shock. Only her leader's calm hand kept her from running over and shaking Kyubey for answers, while the Incubator just continued to stare at the hooded girl. For her part, that girl was thinking about what she had just heard.

The idea of a Witch in a human body...that was terrifying. Such a Witch could hide in plain sight, hunting without anyone being the wiser. How many people had it killed so far? How many girls had become friends with this Witch, just to be eaten? Or men, for that matter...she didn't know what this Witch had taken as its form. And that was another worry all on its own.

"What does the Witch look like?" her soft voice didn't change tone, despite the worry.

Unblinking eyes didn't change, as Kyubey tilted his head, "Pink hair and eyes. The Witch took the form of a girl I was planning on contracting, named Madoka Kaname."

"Poor girl..."

"Her parents must be dead..."

The leader shifted slightly, worry in her posture if not her voice, "Why haven't you told Tomoe this? Surely she could handle it. There isn't a reason to come to us, when Mitakihara is not our territory."

"Mami Tomoe is fragile," Kyubey replied simply, "If I told her, she would be unpredictable. In addition, she is close friends with two of Madoka Kaname's own friends, and would not attack her body."

The redhead of the group nodded slightly, "I couldn't attack my friend, even if it were her body..."

"Point," the leader inclined her own head at the Incubator, "But there must be something else."

"Indeed," Kyubey agreed, "The Witch has Magical Girls helping her."

Instead of the silence, this time it was a cascade of angry shouts. Even the mild-tempered redhead was appalled at the idea of a Magical Girl working with a Witch. They existed entirely to _fight_ Witches! They were _evil monsters!_ Working with one of them was like selling your soul to the devil! How could any sane girls work with one? _Why_ would any girls work with one? It didn't make any sense!

"Who?" the leader's calm voice had her group quiet down almost instantly.

Kyubey licked his paw, "An anomaly named Homura Akemi. I do not recall contracting her, yet she has powers and knowledge she should not. Kyoko Sakura and Yuma Chitose, two girls from Kazamino."

"Sakura, great," Mimi muttered darkly, "That girl let's Familiars eat humans just to hunt them..."

A couple of the other girls shifted nervously at that, but if the bluenette noticed she didn't show it.

"And a seer by the name of Oriko Mikuni, with her friend Kirika Kure," Kyubey finished, "All of them are very powerful Magical Girls."

The leader was silent, deep in thought. That many Magical Girls...her group was certainly larger though. Kyubey came to them because Tomoe couldn't handle that many traitorous girls, that many _mad_ girls. And even if she could, she apparently wouldn't be willing to pull the trigger, figuratively and literally. So he came to her...to her group, the largest one near to Mitakihara.

"Very well, we will deal with this Witch ourselves."

* * *

 **AN: Like I said last chapter...other than Walpurgisnacht, don't expect the canon story. Kyubey has his own motives, and he's going to be using his own resources to push them. Case in point...**

 **Needless to say, the next Arc will be entirely original material. Hopefully it will work well! I've never had this many OCs to juggle, that's for sure...I hope the readers aren't put off by that. I know some are, and this _is_ a big twist.**

 **I really hope I don't lose anyone over this...**

 **Reviews:**

 **Ararararararagi Rage:** Well, if you haven't read Oriko in the time this took to get up...Kirika is Oriko's partner, a rather unstable girl due to the nature of her wish. Yuma is an abused girl, younger than even Nagisa I think, who latches onto Kyoko after the latter saves her from a Witch. Her own wish is to save Kyoko in return, giving her healing that even Sayaka would be jealous of.

 **Kokuyoseki no tsubasa:** Heh...that was a fun bit to write, for what it's worth. And yeah, it will not be a happy Homu to say the least.

 **northernlion196:** Well, everyone but Kazumi and gang. Debating if I'll ever do that one or not...Kazumi Magica is _weird_.

 **DrSnakesUchiha:** As above, Kazumi is firmly a 'maybe in the future'.

 **Nobody Smurf:** Homura is going to try and find out what happened, but she got waylaid by Charlotte.

Heh...yeah, Oriko always has her own motives in whatever she does.

 **MWkillkenny84:** Yeah, if Oriko doesn't see world-ending Kriemhild, she is rather heroic really. 'Course, it remains to be seen where she falls on the 'hero/anti-hero spectrum' in this timeline.

 **Taeniaea:** Thanks!

 **Impstar:** Nope, Homura will be quite upset if/when she finds out.

 **wolfdude16:** Well it's nice to know I did Oriko justice here!

...that is both amusing and utterly terrifying, actually.

 **Mantis 09:** Couple last chapter with what happened here...it's a miracle Kyoko is still functional, eh?

 **yoru no kodomo:** Glad you're still enjoying it!

 **Dr. Archimedes:** Welllll...the cat's rather out of the bag now. Even if Mami and co. don't know quite yet.

 **Puella Magi Kuro Magica:** To me, Oriko's a character who has potential to be heroic, but also great potential to be evil- or at least, an extremist. It makes her fun to write, IMO.

 **lily:** Nope, still alive last time I checked.

 **Ron the True Fan:** Nice to see you here! Hope you liked this chapter.


	10. Chapter 10

**AN: Yeah...I may have underestimated how busy I would be this year. That, and this chapter fought with me. I ended up (re)reading both Oriko and Different Story, to try and get Kyoko and Mami's dynamic down right. More on that at the bottom.  
**

 **I hope everyone enjoys the chapter, delay or no delay though!**

* * *

"Never thought I'd be back here."

"Really?"

"Well, not really. Never thought I'd be back here with ole' Mami still kicking."

"Do you not like her Kyoko-nee?"

"That's...complicated, Yuma."

Kriemhild felt a hint of amusement, at the confused expression the young girl sent Kyoko. The redhead just grunted in annoyance at the Witch, before walking away from the bus stop. Following along, the Witch sighed softly at being back in Mitakihara. Her trip to Kazamino had been rewarding, but she wasn't quite sure what to think about it all the same. Meeting Oriko...that was something she would need time to process, especially since all these _emotions_ still messed with her mind. Especially when it came to the mysterious seer. Here was a girl who had _killed her_ \- well, Madoka -in a past timeline. One who had evidently always been Homura's enemy. And yet...

She found it hard to _hate_ Oriko.

The other girl clearly didn't enjoy what her past self had done, even if she didn't regret it. And she wasn't hostile, at least at the moment. If anything, she was one of the more friendly girls around, despite her somewhat formal and cold personality. Not that Kriemhild had much to work on in that regard, when the only girls who knew her true nature were rough Kyoko, childish Yuma- who admittedly took the cake in being kind to a fault -and...well... _Homura_. Homu was never the kindest in the world to begin with. In any case, back to Oriko...despite the nagging feeling that she had her own goals and that she shouldn't _trust_ her, Kriemhild could at least appreciate that she wanted to help her despite her nature as a Witch.

Now, the issue was getting _Homura_ to not kill her. Or both of them.

"You went to Kazamino, I see."

Speaking of whom...

"Damn it!" Kyoko cursed, instinctively pulling a squeaking Yuma behind her back, "Who the hell are you? And how did ya pop out of nowhere like that?!"

Homura merely raised an eyebrow, before turning from the redhead to focus on Kriemhild, "Well?"

"I told you I needed to do something Homura-chan," Kriemhild shrugged.

"I see you brought Kyoko Sakura," the time-traveler continued, "And...Yuma Chitose. Hmm."

"Wait, _you're_ Akemi?" the redhead in question blinked, "Don't look like much ta me."

The expressionless mask turned back on the Witch, "You told her who I am?"

"Yep. I wanted her help Homura-chan, and I had to tell her."

Not technically true, but if what Oriko said was true, Kriemhild wasn't about to tell Homura the _truth_. Not while the other girl didn't trust her...it would take _time_ before she trusted her enough to not murder Oriko on sight. Because it would only be her word that could prevent that.

"Told me what she is too," Kyoko shrugged, as Yuma peeked around her hip, "still wrappin my head around that one. So, know where Mami is?"

"Hunting."

"Figures. Don't worry, I ain't tellin her the truth. That girl doesn't need ta know."

The time-traveler just nodded, "I see you understand."

Kyoko snorted, _"No one_ knows Mami better than I do, Akemi. So, if ya don't know where she is, can ya at least point me at some food?"

Kriemhild may have been imagining it, but she could have sworn a smirk crossed Homura's lips for a split-second. If it was there, it vanished as quickly as it appeared however. Wouldn't have surprised her if there was some amusement from her friend. She remembered _enough_ of Madoka's life to remember that Kyoko loved her some food. And of course, Homura would know that very well. Even if she had been imagining it though, Kriemhild felt a smile coming to her _own_ face. It was so _rare_ to see Homura smile, no matter what the situation.

It was nice to see it, however rare.

That being said, and leaving aside the fact that seeing Homura smile made her _happy_ , Kriemhild still had a problem. Namely, the fact that while Homura and Kyoko weren't being overly antagonistic, it was only a matter of time until her friend tried to grill _her_ on why she went to Kazamino. The only reason the other girl wasn't doing it yet, was because Kyoko was here. The moment the redhead left, that would end. And if there was any one thing Kriemhild hated when it came to Homura...it was lying to her.

 _I hate lying to Homura-chan. I want her to_ trust _me. To let me_ protect _her. But I can't tell her the truth about Oriko, or she'll never trust me again. Damn it._

"I would suggest the mall," the girl in question finally spoke up, seemingly ignoring the Witch next to her, "beyond that, I wouldn't know."

"Figures," Kyoko scowled, before tugging at Yuma, "Come on Yuma. Let's go get somethin ta eat, and track down Mami."

"Okay Kyoko-nee," the little green-haired girl chirped, before turning to smile over her shoulder, "Bye Kriem-nee!"

The Witch waved at her...enthusiastic...new comrade. Of course, any smile that may have been on her face fell off the moment Yuma was out of sight though. Because while all Homura was doing was raising an eyebrow silently, Kriemhild knew the meaning behind that move. Knew it very well, actually.

"Come with me," was all the time-traveler said, before she began walking in the direction of her...home.

 _-0-0-0-0-0-0-0-0-0-0-_

"Homura-chan..."

"Quiet. I need to know why you felt the need to bring Kyoko Sakura here. She should not have come, not until Tomoe died...if she does at all."

Falling silent at that, the time-traveler paced in front of the main source of her frustrations. Kriemhild watched her warily, pink eyes tracking the clearly irritated girl. Even someone not familiar with Homura Akemi would be able to tell she was annoyed at this point, and Kriemhild was nothing if not familiar with her only real friend. Or, at least the only person she _considered_ a friend.

"Not to mention, Yuma Chitose," she continued, even _sounding_ frustrated. Or, at least as frustrated as she could sound.

"Is something wrong with Yuma-chan?" Kriemhild asked, doing her level best to not show anything she was feeling.

"Inherently, no," Homura replied, "In fact, her healing magic is quite useful. However, she _only_ contracts on very rare occasions. The fact you went to Kazamino and found her is...interesting."

She may not show it much, but Kriemhild was sweating on the inside. She did _not_ like that line of conversation. It was entirely possible that her friend could guess about Oriko, despite her best efforts. Homura was nothing if not smart, and that was an understatement. In the end, it was only a matter of time until she guessed correctly, no matter how hard Kriemhild tried to delay it.

"I didn't even know who she was, Homura-chan," the Witch tried, "it surprised me when I saw her with Kyoko-chan."

Homura just hummed softly, "I imagine it did. Was Kyoko the reason you went to Kazamino?"

"Yup!"

"Hmm..."

If Homura believed that excuse or not, even the Witch of her best friend couldn't tell. Her face had slipped into the _truly_ unreadable mask, as she walked to where her notes were kept. At least, that was what Kriemhild thought it was anyway, though she was probably wrong.

"Regardless, this is an interesting development. I would have assumed that Kyoko would have killed you, the moment she found out what you were. She may not share Tomoe's views, but her greed for Grief Seeds knows no bounds. The fact that she didn't kill you is..."

Kriemhild smiled slightly, "I know, I thought she was going to attack me too Homura-chan. But once I showed I can cleanse Soul Gems..."

The other girl stopped moving, slowly turning her head to face the Witch. Who felt like she was under a microscope, shifting nervously. She didn't want to be looked at like that by Homura. Like she was an experiment...regardless of the nature of her life, she didn't like it. It felt more like _Kyubey_ than like Homura. And that was _not_ a comparison she needed when it came to her best friend.

"She allowed you to cleanse her..." Homura trailed off, before refocusing sharp violet eyes on the Witch, "You _are_ capable of doing so?"

"Of course! I told you I could, Homura-chan!" Kriemhild shot back.

"Yes, you did...but I had no way to know if that was truly the case. However, if you _are_ capable..."

The Witch blinked, "Homura-chan?"

Homura shook her head slightly, "If you are capable of cleansing Grief, what do you plan to do with that power? I doubt you would use it to help Magical Girls, as we _are_ your enemy."

"No, _most_ Magical Girls are my enemies," Kriemhild countered, "You, Kyoko-chan, Yuma-chan...none of you are my enemies! You especially Homura-chan, you're my best friend!"

"Hmm."

It was very clear that Homura didn't believe that statement. She never had, no matter how many times Kriemhild had made it clear she had no desire to hurt those she considered worth protecting. Granted, that was limited to Kyoko, Kirika, Hitomi, Oriko, Sayaka, Yuma...and, of course, Homura herself at the top of the list. She would _never, ever_ , hurt any of those girls. Homura could believe what she wanted in that regard though, even if it was frustrating. _Very_ frustrating, actually. The Witch would think that after all this time the other girl would be more willing to trust her. But, perhaps, the only way to get Homura to trust her was to _prove_ to the other girl that she had no desire to hurt her or anyone else.

And come to think of it...

"Homura-chan?" Kriemhild asked, throwing caution to the wind.

"What?" the time-traveler asked sharply, clearly ready to end the conversation.

"How long do you think it will be until Kyubey tells someone about me?"

The Magical Girl frowned, ever so slightly, "He has yet to tell Tomoe. And I know for a fact that Kyubey believes her too useful to sacrifice, and knows that telling her the truth would result in that."

Kriemhild shook her head, "I'm not talking about Mami. There are other Magical Girls around, aren't there?"

"Perhaps..." Homura's frown deepened slightly, "Perhaps. Very rarely do Magical Girls come to Mitakihara, outside Kyoko Sakura. It _is_ a possibility however. Why are you asking?"

"I'm wondering if there's a chance Kyubey will bring in ones from outside the city," the Witch replied, "If I have to fight, I want to know what to expect. I won't let _anyone_ hurt you, Homura-chan. I'll kill them first."

"I do not need _your_ protection," Homura's eyes narrowed, "However, you are likely correct about fighting. Kyubey may not lie outright, but he will use misdirection and other tactics like it. I would not be surprised if he is bringing in outside Magical Girls to kill you, and likely attempt to do the same to myself and Kyoko."

A nod came from Kriemhild at that, "So we might have to fight?"

"Perhaps. I will plan for that, I believe you should return...home. Madoka's family will become suspicious if she does not return."

That was as clear a dismissal as any. Kriemhild sighed at that, but didn't push the issue. Witchy stubbornness aside, she was starting to understand just how to act around Homura. And pushing her buttons would just make it more difficult to coexist with her, to say the least. On the other hand, she had done what needed to be done with her...letting Homura know about the warning Oriko had made. Even if she didn't know for sure, at least the time-traveler wouldn't be caught off-guard now.

And that was enough. While Kriemhild would sooner shoot herself than not act to protect Homura, the one person she cared the most for, she did know that a prepared Homura Akemi would have no problems. After all, what Magical Girl could possibly counter someone who could _stop time_?

 _None that I know about. Mami maybe, if she knew what to do. But no one else can deal with Homura-chan's power!_

* * *

While Kriemhild and her friend were having their discussion, Kyoko was getting progressively more annoyed at her inability to find Mami. Naturally, she knew where the girl lived. She'd been there more than enough times, even if she didn't really like to _think_ about that time of her life. But actually finding the girl who lived there was proving more difficult. Mami hadn't been at her apartment, or the mall. So despite her pleasantly full stomach and the childish awe from Yuma next to her, Kyoko was in a foul mood. She may not follow any 'rules' of the Magical Girl trade, but even the redhead knew it was good form to announce entering another girl's territory for any reason.

And despite her annoyance with how the other girl fought, she still cared enough about Mami to let her know. Especially when Kyoko wasn't planning on just 'passing through' Mitakihara. She wanted to _live_ in the city, now that she had a way to cleanse her Soul Gem reliably. She wasn't about to stop huntin and rely entirely on Kriemhild, but at the same time...

Well, might as well take advantage of it, right?

"Kyoko-nee?" Yuma's tiny voice spoke up.

"Somethin wrong Yuma?" the redhead asked, turning her head slightly to look at the younger girl.

"How is Mami-san going to treat us? I thought you told me that other Magical..."

The older girl shook her head, "Nah, ya don't need to worry about Mami doin anything."

"But..." Yuma looked confusedly at her 'sister'.

"I know what I said. And you should remember that, 'cause most Magical Girls _are_ that bad. Don't like ta admit it, since it means ya can't trust them, but it's the truth."

Yuma still looked confused, but she nodded nonetheless, "Okay, Kyoko-nee."

And just like that, she went back to clutching Kyoko's arm, as they moved through mostly empty streets. A few people were around, sending her strange looks until the redhead glared them away. She knew she looked like a delinquent, and the fact she had a girl as young as Yuma- who was clearly not related to her, considering ya know... _green hair_ -tagging along probably didn't help much. Not that Kyoko cared much for that, but it was a bit annoying.

"Oh my..."

"Who's that?"

Luckily for her, a pair of girls had _also_ noticed her. More importantly, while Kyoko could care less about the bluenette one, the _other_ girl was a familiar blonde. Mami's golden eyes had widened in shock, before narrowing in barely hidden suspicion. The redhead actually winced slightly at that...it never did get easy to see _that_ look on her face. Mami was nice to a fault so seeing her angry was...well, it was freaky. Not that Kyoko could say she didn't _deserve_ being looked at like that. After all, she had done her level best to kill Mami the last time they had talked.

And even the kind-hearted fool of a blonde could hold a grudge, if she wanted to.

 _Well, I_ did _want ta find her._

Welding her typical- and very cocky -smirk onto her face, Kyoko walked towards Mami and her tag-along, while making sure to keep Yuma where she could guard her if needed. It was a fairly good bet that blue was a girl Mami was training or _hoping_ to train, and Kyoko didn't want to risk Yuma getting hurt if she had to fight two Magical Girls at once. The younger girl may not have been Momo...but Kyoko still viewed her as her sister, blood be damned. It seemed like 'ole Mami realized that too, since she looked a bit surprised at the redhead's actions.

 _Good, keep her off guard._

"Yo, Mami," Kyoko spoke up first, waving without dropping her smirk, ruined only by her current lack of a pocky-stick.

"Sakura-san," Mami replied, voice a good deal colder than it used to be.

Even the bluenette was sending Mami a confused look at that coldness, actually.

"You know her Mami-san?" the girl in question asked curiously.

"Yes. We...used to be partners," the blonde answered, before turning back to Kyoko, "I thought you decided you would never come back here, Sakura-san."

Kyoko waved a hand lazily, "Yeah, but things have been gettin boring back in Kazamino. Figured I could use a change of scenery."

"Really?" Mami frowned, "I doubt that, Sakura-san. You made it quite clear you had no desire to work with me anymore, and I know what _you_ do. If you believe I will let you move back into my territory and let Familiars grow..."

Yuma started to jump forward upon hearing that, an adorable scowl on her young face.

"Hey! Don't be mean to Kyoko-nee!"

The redhead in question just pulled her back, sighing softly, "Relax Yuma."

"Bu..."

"I can handle myself squirt," Kyoko ruffled the girl's green hair fondly, before turning back to Mami, "Relax, before ya give yourself a heart attack Mami. I ain't here to take your territory, or let Familiars grow. I've got a reliable source of cleanses anyway, just need a Witch or two on occasion."

And she wasn't even lying. Kyoko had never particularly _enjoyed_ letting Familiars eat people anyway. Nor had she gone out of her way to lure people to them, or things like that. She just knew that it was better than being a white knight, and killing Familiars on sight. A waste of time and magic, that could be better spent letting them grow into Witches that would provide an actual reward for killing them. It had been one of the major reasons she split with Mami actually...well, among them anyway. And it was one of the reasons that she had never come back, because she knew that her and her old mentor would _never_ see eye-to-eye in that matter. They just had too different of beliefs.

But now? Now, Kyoko had no reason to let Familiars go really. She would hardly go out of her way to kill them like Mami did, but when she had a walking cleanse within easy reach...well. She didn't trust that Witch farther than she could throw her, and was still more than a little freaked out by her. But there was undeniable proof she could function as an unlimited Grief Seed, and that meant Kyoko could focus on only hunting the occasional Witch for a backup Seed or two. Better than wastin her time anyway.

"Anyway..."

Before the redhead could continue, she heard just about the last thing she would have expected from Mami. A stifled giggle, as the blonde held her hand to cover her mouth. Kyoko blinked slowly, looking at the girl with the blonde, hoping she had an answer to give. But the bluenette was just giving _her_ a confused look, clearly uncertain what was going on.

 _Okay. Did I break her?_

"Sorry...sorry," Mami lowered her hand, a small smile on her face, "Sakura-san...with what I've heard...and how we last met, I was worried you would be coming here to fight me. I was worried you would have continued along the path I couldn't follow, that you would be a cold, cruel girl. But...the last thing I expected was you to act like _me_!"

Mami broke down into giggles again, making Kyoko very tempted to draw her spear and stab her anyway. Damn it...she should have expected this reaction. Kyoko had made it a point to _not_ train Yuma like Mami had trained her. She had taught her erstwhile 'sister' the _true_ life of a Magical Girl. No ideal, 'fighting for justice' crap. Just the hard truth, that they needed to look out for themselves. But even so...she _had_ inadvertently ended up becoming something like Mami, taking a younger Magical Girl under her wings.

"Well, I ain't a goody two-shoes like you, Mami," Kyoko finally spoke up again, trying to retain at least _some_ of her tattered image, "I've just got ta take care of Yuma, ya know?"

"Oh I know quite well Sakura-san," here, Mami's smile turned sad, "I understand very well how you feel, especially with what happened."

Kyoko's eyes narrowed, a dangerous growl growing in her throat, "Don't you _dare_ bring that up."

Mami's smile just faded even further, "I know Sakura-san. I won't tell anyone something you want to keep to yourself."

Before either girl could say anything else, the bluenette finally seemed to have enough of standing on the sidelines. Kyoko was honestly surprised she lasted that long, though she'd give her points for managing a glare almost at her level, with far less imposing blue eyes.

"Okay, _what's going on?!_ " blue shouted, looking at Mami, "Who is she Mami-san?"

"Name's Kyoko Sakura, newbie," the redhead answered for her former friend and mentor.

"Never heard of you," the bluenette deadpanned.

Before Kyoko could come up with a sarcastic comeback, Mami put a hand on the younger girl's shoulder.

"She's an...old friend, Miki-san," Mami gently explained, "We had a falling out, some time ago. I genuinely believed she would hate me, but..."

This time the redhead couldn't hold back a snort, "I didn't even hate ya when we were fighting, Mami- _sempai."_

For her part, Mami winced at the emphasis placed on that title, "Sakura-san..."

"Look. I hated ya trying to baby me, and the way you fought," Kyoko continued over Mami's protests, "you couldn't understand me, or my point of view. I still think you're a fool for being so _damn_ dead-set on hunting Familiars. But that doesn't mean I hate _you_. Never did, probably never will."

After she finished saying that, Kyoko turned her crimson eyes on the other girl. Blue- Miki -was glaring at her again, clearly pissed off that she had insulted Mami. Well, that was tough for her. The redhead had meant every damn word she said. Mami was an idealistic fool at the best of times, no matter the fact that Kyoko still liked her, and respected her skill if nothing else. Weak-willed maybe, but Mami was a hell of a fighter when she actually, ya know, felt like it. All that time being a Magical Girl came with _some_ benefits.

Miki, on the other hand, seemed like a bit of a paper tiger. Sure, she could glare with the best of them, but that didn't get Kyoko's respect. She had a temper almost as bad as her own, on top of looking like she bit into Mami's stuff without any hesitation. Naive, and if there was one thing that Kyoko hated, it was naive idiots. Mami had a habit of attracting those girls with her 'justice' bit. Looks like Miki bought that, which got Kyoko rather annoyed with her.

"I am sorry for that, Sakura-san," Mami tried to get back into the conversation, "but I..."

"I know," was all Kyoko would say to that.

Mami smiled weakly, before turning to Miki, "Miki-san? Are you okay with having Sakura-san and..."

"Yuma Chitose!" the green-haired girl chirped.

"Chitose-chan then," Mami's smile grew slightly, since Yuma had that affect on people, "Are you okay with them joining us today? I have...a lot I need to talk to her about."

Miki looked more than a little unhappy, but she nodded anyway, "If she's your friend Mami-san. Just as long as she doesn't treat us like that transfer student."

"What now?" Kyoko blinked, before snorting, "Akemi? Yeah, I barely know that girl, but I see the point."

Of course, that was exactly the _wrong_ thing to say around Miki, though Kyoko could be forgiven for not knowing that. Because if the bluenette had acted annoyed and untrusting before, she doubled down on it now. Her glare had a much more suspicious tone to it now, as she backed up slightly. The redhead just blinked again, confused at that reaction. Akemi was a cold-fish, yeah. But _this_ reaction? A bit much, even in _her_ opinion, which was saying something.

"You know the transfer student?" Miki scowled, "How do we know you aren't working with her?!"

Kyoko felt the strong urge to facepalm, as she sighed at the other girl, "I just _got here_. I saw her _once_. Jesus, Mami, you need to get better girls."

"What's that supposed to mean?!"

"What I said."

Mami just held her hands up, trying to play peacekeeper, "Calm down Miki-san, and please don't antagonize her Sakura-san. I can explain everything, over some nice cake. Does that sound good for everyone?"

The redhead shrugged, "Sure. Kinda missed your cakes, to be honest."

"Cake!" Yuma chirped happily.

"Fine," Miki bit out.

The blonde smiled, happiness clear in every pore of her being, "Great! Let's go now, so I have time to prepare the tea too."

* * *

 _"Well, that's unexpected..."_

 _"You're telling me. I didn't think that Sakura would ever come back here."_

 _"Not that, I'm surprised she didn't just kill those two."_

 _"Point."_

Two Magical Girls watched the retreating girls carefully, hanging over the edge of a building. A dull red glow came from one of their Soul Gems, the girl using her magic to keep both of them hidden. Her partner was holding a pair of binoculars, the jewel encrusted object clearly enchanted with her own magic. She had been the first one to 'talk', though both girls were communicating mentally as an added layer of security. They were the scouts, and neither of them were inclined to get involved in a fight before the rest of their group arrived.

It had been enough of a pain getting to Mitakihara this quickly in the first damn place.

 _"So, looks like Sakura and Tomoe may be working together again,"_ the first girl continued.

 _"Most likely, yeah,"_ the second nodded slightly, _"What do you think Mimi?"_

Mimi snorted, _"I think this is just more evidence that Tomoe won't help us. You know that as well as I do Yumi."_

 _"Yeah..."_ Yumi sighed, her blonde locks floating in front of her face slightly, _"I was hoping she would help_ us _not them. We haven't been able to find that Witch yet either."_

 _"Well, we know its that Kaname girl,"_ the bluenette replied, _"Find her, and we've got what we need. Any luck on that?"_

 _"None. We haven't been here long enough to track down her house."_

 _"Right. Well, we know where Sakura is, and Tomoe. That just leaves Akemi and the Witch."_

Yumi nodded, moving fully onto the roof. Mimi followed her, dispelling the magic on her binoculars, while her partner did the same with her concealment. Both girls dropped back into their civilian clothes as well, seeing no need to stay in uniform. Mimi scowled when a gust of wind tugged at her _short_ blue skirt, reaching her hands down to stop it. Her red shirt did little to hide her impressive bust, as she held her skirt down. Yumi couldn't help a giggle, her own- much more modest -green sundress not having the same issue.

Mimi just glared at her partner, before jumping off the roof. Yumi shook her head fondly, jumping after her. Both girl's enhanced bodies had no issue sticking the landing in an alley, needing nothing more than a light dusting off of their clothing. The moment that was done, they left the alley, angling for the middle school. If nothing else, it would be a lot quicker...to just use Yumi's power and raid their records.

"This is annoying," Mimi groaned, seeing little point in mental conversation now.

"Come now, you know we can't go charging in alone," the blonde placated her partner.

"I know that! Doesn't mean I have to like it. I'd rather be finding that Witch and getting it over with."

Her partner sighed softly, "I know...I know."

She knew that Mimi's bad attitude wasn't really her usual personality. But she...she took it harder than most, when people were put in danger. And a Witch that could masquerade itself as human? That was dangerous on a level not even their leader was experienced with. But then...that was why they were here. To find out what they could, and use that knowledge to their advantage.

They just needed to _find_ the Witch first.

* * *

 **AN: Well, hopefully I did this one well. Like above, getting Kyoko and Mami properly was...difficult. Oriko has them, if not _friends_ , at least not hostile to each other. Some of that is Yuma's influence, as shown in here. But a lot of it is probably the fact Oriko was written _before_ Different Story, where they are a lot more antagonistic.**

 **So I went for a middle ground, merging the two somewhat. Hopefully it worked.**

 **We also have the starts of a plan from our antagonists, as well.**

 **Reviews:**

 **Ultimateheatblast4:** Didn't see a way to save Nagisa really. Homura wasn't about to turn over a Grief Seed for experimentation, to say the least.

 **Nobody Smurf:** Nope, Mami isn't going to be happy, to say the least.

 **MWkillkenny84:** To be fair, no girl has a real reason to _want_ that wish.

 **yoru no kodomo:** Nah, I'm not giving up on this anytime soon. Things are going to be...interesting...moving forward. I can say that much.

 **Kokuyoseki no tsubasa:** Homura and Kyoko are fun to write interacting. More of that in the future, when there's less...Witch problems.

 **MegaDyne:** Yeah, that's part of the reason I'm leery of bringing in Kazumi. That, and just how strange it is at times.

 **Ararararararagi Rage:** Oriko is going to be sidelines for now at least, since she knows Homura finding out she contracted=bullet to the face. And Soul Gem.

As for the new Magical Girls...they'll be fun to work with, for sure.

 **laryssa1234:** Glad you liked the chapter!

 **wolfdude16:** Yeah, misunderstandings galore. Understandable ones, to be fair, but still.

Heh. Yeah, things are going to be fun for our girls.

 **Ron the True Fan:** Well that should be fun.

 **Dr. Archimedes:** Homura is in for fun times to be sure.

As for Kriemhild experimenting...she might, but the thought hasn't occurred to her yet. She's still in 'protect everyone I care about' mode, as opposed to 'save everyone I can'.

 **Thirsty Reviewer:** Yeah, school is never fun. Especially a fourth year of college.

 **EliteSlayer103:** Well, it's always a good thing if someone who hasn't even watched the show in question likes it. Means I'm doing _something_ right.

 **AN: Again, sorry for the delay everyone. I hope the chapter was good!**


	11. Chapter 11

**AN: This one was...very, very difficult. I apologize for the delay. Just couldn't get this one to work quite like I hoped, so I'm not entirely happy with the result.  
**

 **But hey, an update!**

* * *

"Are you okay Madoka?"

"I'm fine!"

"You sure? Seem kinda out of it right now."

"I'm _fine_ Sayaka-chan."

To be totally fair, Kriemhild wasn't _fine_. She hadn't seen Homura since mentioning the chance other Magical Girls might be around. And that worried her more than she would readily admit, even to herself. She didn't like the idea of Homura going after those girls alone. No matter how strong the Magical Girl was, that was still dangerous. And Kriemhild was still wanting to protect the other girl however she could, as well. So not knowing where Homura was or what she was doing...was more than a little frustrating for her. Nothing for it though, but to wait and see what happened.

Because if she started skipping school- something _Madoka_ would never do -the Witch would have too much attention focused on her. Attention she most certainly didn't need, all things being equal. She'd rather not have people _other_ than Sayaka watching her like a hawk. It was difficult enough just keeping the bluenette off her case, something made much more difficult by the familiar ring on her finger. Her friend- Madoka's friend -hadn't mentioned making a wish though, so she probably didn't want the pinkette to know about it.

Why, was an open question.

"If you say so," Sayaka shrugged, stretching her arms over her head, a satisfied smile on her face, "Man, I never thought working after school could be so much...work."

"Isn't that the point, Sayaka?" Hitomi airily pointed out.

"Uh..." the bluenette blushed, realizing her unfortunate phrasing, "Yeah...that. Anyway, what have you two been up to?"

"My lessons are winding down," Hitomi replied, looking like the weight of the world was falling off her shoulders, "I may finally have time to go with you and Mami-san again soon."

"I hope so, it's been a bit boring not having you around Hitomi!" Sayaka grinned at her friend, before turning to Kriemhild, "What about you Madoka? I haven't seen you a lot lately...you better not be cheating on me!"

Joking tone aside, at least she wasn't insulting Homura again.

"I've been catching up on homework, Sayaka-chan," Kriemhild lied through her teeth, "Not everyone slacks off on it."

Sayaka held a hand to her heart, sending a wounded look at the pinkette, "Right in the heart Madoka."

"Well it _is_ the truth," the Witch replied, letting out a Madoka-esque giggle at the insulted look on the other girl's face.

"Fine, see if I help _you_ with anything," Sayaka groaned into her hand, though there wasn't any real bite to her words.

Kriemhild got the feeling that the other girl was just happy that Homura wasn't around. Which annoyed her somewhat, but there wasn't anything to do about _that_. Getting Sayaka to like Homura was arguably more difficult than convincing her not to kill the pinkette on sight once the truth came out...

And now she was depressed again.

 _Hitomi-chan is the only one left who isn't a Magical Girl. I'm surrounded by Magical Girls, and while Oriko and Kirika-chan don't want to kill me, Kyoko and Yuma-chan aren't going to do anything and I sort of trust Homura-chan..._

Well, Sayaka and Mami were a totally different story. Kriemhild didn't _want_ to fight them by any means. Really, she didn't want to fight any Magical Girls. Her secret was her shield, and just about the only thing keeping her safe. In her current condition, she was at risk if anyone else knew the truth- and if Oriko were to be believed... -and no Witch liked that feeling. Being exposed without the ability to create a Labyrinth just shot that feeling into the stratosphere.

"We should be getting to class," Hitomi spoke up, as the crowd around the girls began to thin up.

"Man, I'm not looking forward to this," Sayaka sighed heavily, her shoulders slumping as she looked up at the building.

"You didn't do your homework, did you Sayaka-chan?"

The bluenette blushed again, "...no...?"

Hitomi sighed fondly, shaking her head as she walked towards the school with a despondent- and probably exaggerating -Sayaka following along. Kriemhild moved to follow, before she felt the mental equivalent to a tap on her head. Snapping around, her pink eyes narrowed, looking for the source of the communication. The narrowed eyes narrowed further, when she saw a newly familiar head of dark hair. Kirika Kure grinned cheekily at her, flashing a peace sign as she walked lazily into the school. The grin didn't reach her orange eyes though, as she looked directly at Kriemhild.

 _Why is_ she _her..._

Other than the fact her uniform was customized, it was still abundantly clear why Kirika was there. Because she was wearing a Mitakihara uniform, and Kriemhild was kicking herself for forgetting that.

 _"Nice seeing you Kriem!"_ the perpetually- when someone wasn't on her bad side -cheerful voice sounded in the Witch's head.

Kirika certainly had no problems mentally communicating with a Witch. Granted, she wasn't entirely right in the head herself...

 _"Hello Kirika-chan,"_ Kriemhild replied warily, _"Is something wrong?"_

 _"Nope! Just saying hi, and letting you know that Oriko wants to talk later today!"_

 _"Okay?"_

The Witch almost wondered what Oriko could want to talk about, but then decided that it had to be important whatever it was. Oriko wouldn't risk her cover if it _wasn't_ important on some level. It was an open question what it was, but Kriemhild wasn't going to take chances. There was too much risk to her _own_ plans as it was. It could only get worse if she wasn't careful.

And understandably, she didn't want that.

For now though, Kriemhild just cut the connection with Kirika and went to her class. She probably considered school even more of a waste of her time than Kyoko did, but again...Madoka Kaname was a model student. So the girl's Witch would put up with it, if only because she didn't have a choice in the matter. After school though...the gloves were off. She was _going_ to find Homura, even if it had to wait until after she talked to Oriko.

 _-0-0-0-0-0-0-0-0-0-0-_

Or, as it turned out, she would be accosted by Hitomi as she tried to leave the building. The green haired girl- missing Sayaka who had probably left with Mami -had a rare serious expression on her face, as she _pulled_ Kriemhild along with her. The Witch, not liking being touched at the best of times, tried to pull away. But Hitomi was stronger than she looked, and clearly had something gnawing at her. Why else would she have done this?

"What's going on Hitomi-chan?" and for once, the Witch didn't have to fake the Madoka-style confusion in her voice.

"I have a serious question to ask you, Madoka," the other girl replied, as the pair moved out of sight of the school.

"Eh?"

"Are you a Magical Girl too?"

Green eyes stared directly into pink, as Hitomi asked that question. Kriemhild was brought up short by that question, blinking slowly. It wasn't often that she was stunned silent, but this...why did the other girl even _ask_ that question? The Witch was so very paranoid about hiding her powers, that it was almost ridiculous. How could Hitomi even think that she was a Magical Girl?

"Why do you think that Hitomi-chan?" she finally got out, eyes narrowing on instinct.

If Hitomi figured it out...and told someone else...

"You're always with Akemi-san, Madoka," the green-haired girl replied, "I was only in a Labyrinth with her once, but Akemi-san doesn't hold back or move slowly. I also don't think you're spending time with her and not doing what Sayaka does with Mami-san. I know you couldn't keep up doing that with her if you weren't one yourself..."

Here Hitomi smiled slightly, as she shook her head bemusedly.

"And when Mami-san was attacked, Akemi-san mentioned it was only because _she_ had been attacked first. You've been _very_ protective of her with Sayaka, remember Madoka?"

Really, Kriemhild had to reevaluate her knowledge of Hitomi Shizuki. The girl could be quite insightful when the mood struck her, and this was just one of those cases. It was rather unfortunate though, because she didn't _want_ to tell the truth here. If she did, the problems were rather large to say the least.

"That's interesting Hitomi-chan!"

 _And something I really don't want you digging into. For everyone's sake._

"Madoka..." Hitomi sighed softly, "Please don't lie to me. We're friends, right?"

"I'm not lying though!"

Kriemhild felt uncomfortable at this line of discussion. It reminded her entirely too much of her first meeting with Homura. Only it was _her_ in the time-traveler's place now, not Hitomi. To say that it made her wary would be an understatement. She didn't want to be drawn into this...

 _Wait. Oh damn it, not now!_

"Madoka..."

The Witch lashed out, grabbing Hitomi's arm in her own, "Run!"

"Wha..."

"There's a Witch coming!"

 _We don't move like this! Is a Grief Seed hatching? But I don't remember any other Magical Girls in Mitakihara!_

 _'You didn't know Kirika, Oriko or Yuma...'_ a voice whispered in her head.

Shaking herself, Kriemhild avoided the voice, her own self-doubts. She had a lot of pride in her ability to sense Witches and Magical Girls...how could she have possibly missed this? How had _Kirika_ missed this? Or Mami? Or hell, even _Kyoko_. Something wasn't right here, and she most certainly didn't like it.

"How do you know that?" Hitomi's voice was admirably calm, considering, "You are a Magical Girl?"

"Questions later! Damn it, this is the worst time..."

Clearly, the Witch could care less if she wasn't acting like Madoka. She could feel the Labyrinth of her counterpart taking shape all around her. The cloying feeling, the hatred and grief, everything that was the hallmark of a barrier not her own. If she could get out fast enough, it would snap shut behind her and other than awkward explanations, everything would be fine. If she couldn't move fast enough...

Well. Cross that bridge when she came to it.

 _"Kirika!"_

 _"Kriem? Something wrong?"_

 _"We've got a Witch!"_

 _"...you?"_

 _"NO!"_

There was a slightly unhinged giggle on the other end of the mental link, _"Sorry! Where are you?"_

 _"Near the school. I have Hitomi with me, so I need you here now!"_

Whatever the other girl may have said was cut off, as Kriemhild felt the Labyrinth snap into place around her. She hadn't been fast enough then. And this wasn't like if Hitomi were with Sayaka or something. Hiding was going to do zero good...because Kriemhild knew the Witch was going to be coming right for her. It was what they _all_ did when one of their kind managed to intrude on their home.

"Damn..."

Hitomi blinked when Kriemhild let go of her arm, looking at her friend...or at least, what she thought was her friend.

"Madoka?"

"You wanted to know how I knew?" the Witch replied with a hint of annoyance in her voice, "This is how."

The dark energy laying dormant at her chest shot out, covering Kriemhild for a split second, before it faded. Her bow was already in hand, her Grief Seed prominently displayed on her chest where a Soul Gem should have been. If Hitomi knew as much as any Mami-trainee did, she would recognize it in a heartbeat. And torpedo any chance of passing herself off as Magical Girl of some kind.

With all that entailed.

"Stay behind me," she didn't give Hitomi a chance to talk however, all the Witch's attention focused on where she could feel the roiling rage of her counterpart, drawing ever closer.

"Mado..."

" _Don't_ move."

Knocking an arrow of black-red energy on her bow, Kriemhild's crimson eyes narrowed as the doors, the familiar doors, snapped into place. They soon rushed to open, as the Witch who owned this barrier moved towards her. And it was an ugly one, even by Witch standards. A misshapen bird, four wings spread wide as it dived down on her, not even waiting for a single moment to judge its opponent. Kriemhild rolled out of the way, firing off a spread of arrows while drawing it away from Hitomi. The Witch screeched in pain, as burned gashes were cut through its wings.

Kriemhild grimaced, the screech cutting through her in a way no other sound could.

 _" Intruder! Monster!"_

It was the first time she had heard _words_ from a Witch, all the others being silent right up to when she or Homura killed it. And she knew...only _she_ could hear this. Trying to push that from her mind, the pinkette rolled again, as feathers were shot at her like her own arrows. She came up upon a rotting tree, fallen leaves crunching underfoot as she jumped up to land on a branch. The Witch followed her every movement, continuing to screech it's anger at her.

 _"Leave! My home! Traitor!_ "

Doing her best not to let those words get to her- and really, she was _proud_ to be a 'traitor' to Witches -Kriemhild placed another arrow on her bow, jumping out of her perch as the Witch cut it to pieces. Taking a breath to steady her aim, she fired the newest arrow, directly at where the Witch's heart should have been.

 _" Monster!"_

"Shut up! Shut up!" Kriemhild shouted back, as the Witch crashed into the ground, dark black blood flowing from the wound in it's chest.

Landing next to it, she fired more and more arrows into the twitching body, not caring at all what it looked like to Hitomi. All the girl's attention was focused on the Witch in front of her, and her attempt to put it down for good. It was tougher than normal...her arrows were hurting her. They were punching through her wings, making the Witch cry out in pain with each hit. But it wasn't. Killing. It.

 _Why? Why?_

Forcing herself to focus, Kriemhild put more of her magic into one final arrow, as she stepped right next to the the twitching Witch's head. A single blue eye, filled with madness, stared up at her. The Witch opened her beak, as Kriemhild aimed directly at it's forehead.

 _"Murderer..."_

And without a second thought, Kriemhild fired the arrow. That accusatory, _mad_ , eye fell shut, as the Witch's body slumped to the ground and began to fade away. A Grief Seed appeared above it, floating silently down to the human-Witch's hand, as the Labyrinth joined its master in fading away. Kriemhild let her own transformation go...though she could feel her eyes stay stubbornly red. Her emotions, something she had difficulty controlling at the best of times, were too jumbled to fully let go of her powers.

And so it was, with a heavy sigh, that she turned back to Hitomi. Kriemhild fully expected the other girl to run away from her. To scream and go after Mami and Sayaka, forcing the fight that the Witch so desperately wanted to avoid. But instead...

All she had was a shocked look.

 _-0-0-0-0-0-0-0-0-0-0-_

"What...Madoka," Hitomi blinked slowly, trying to comprehend what she had just seen. And failing, but the girl standing in front of her could hardly blame the green-haired girl for that.

If their roles were reversed, she would be acting much the same.

"I told you, I'm not a Magical Girl," Kriemhild sighed heavily again.

"If you're not a Magical Girl..." it was here, that Hitomi's eyes trailed to Kriemhild's chest, where her Grief Seed was once more hidden under her blouse, "You have a Grief Seed."

The Witch nodded, "Yup. I do. If Mami hasn't been slacking, you should know what that means."

"You're...not Madoka?"

A negative shake of the head, "No, I...it's complicated. I _am_ Madoka. But I'm not _really_ Madoka Kaname. My name is Kriemhild Gretchen, Witch of Salvation. Madoka Kaname's Witch."

Frankly, at this point, there was very little reason to lying. Hitomi had proven herself intelligent, and lying would just ruin any chance- however slim -of her not running to Mami. Kriemhild wanted to avoid that at _all_ costs for as long as possible. It would never last forever, but the last thing she wanted to do was force a fight like that. Possibly force Homura to try and reset the timeline...reset _her_. Whatever self-preservation instincts were left over from her old self, would never allow something to endanger her like that.

And, of course, there was the _emotional_ side of things. Kriemhild hated the idea of Homura wiping her from existence like that. If avoiding fighting Mami helped drag things out until she could get the other girl to _trust her_ , then that was what the Witch would do. She would do anything and everything, if only it would get Homura to accept her for what she was. To make Homura acknowledge that while she wasn't Madoka, she was _worth living for_.

It drove her almost as much as her desire to save the people who deserved saving, in this horrible, ruined world.

"You're Madoka's...Witch?" Hitomi was remarkably calm, all things considered.

"Yes. Mami hasn't told you because she doesn't know...but _all_ Witches are Magical Girls. If a girl gives into despair, this is what they become. I'm...not the same as the others, but the general situation is the same," a humorless chuckle came from the pinkette, "For what it's worth. I _hate_ the other Witches. They're the reason I exist, the reason I fight. I want to make the world a perfect place free of grief, while they exist to spread that grief."

The green-haired teen frowned slightly, "But if you're a Witch..."

"Why haven't I killed you yet? I told you Hitomi-chan, I'm not like the others. I don't _want_ to kill people. I want to kill the other Witches, because they spread the grief that I hate with every fiber of my being."

Kriemhild sighed again, looking away from her...Madoka's...friend, as she held the new Grief Seed up to her eyes. A wan smile crossed her face, weak and small. The Witch shook her head, still avoiding looking at the other girl.

"I won't hurt you. I _can't_ hurt you, you don't spread despair. You'll probably go tell Mami or Sayaka about me though, it's what I..."

"No."

"Eh?"

Turning her head sharply, the Witch felt her red eyes widen as Hitomi had a stubborn expression on her face. The girl shook her head, green hair swaying slightly.

"This is the 'secret' that Akemi-san could tell us, isn't it?" she asked, an accusatory tone to her voice, "That you're a Witch and what Witches are?"

"Yes...?"

"Ma...Kriemhild," Hitomi shook her head slowly, "I believe that you won't hurt me. You are clearly friends with Akemi-san, and I know she doesn't let Witches go. You could have killed me, killed Sayaka or Mami-san, so many times. But you haven't even _hurt_ us. Other than Mami-san, and that was only because Akemi-san was attacked first."

Kriemhild tried to get a word in, but the other girl narrowed her eyes, clearly not finished.

"And I am very good at noticing when someone is lying to me, after being friends with Sayaka for so long," the bit of humor fell rather flat, but it served it's purpose all the same, "And I can tell you aren't lying. I...don't know how to feel about this, but you're still _Madoka_ , somewhere in there. You're still my friend."

To say the Witch didn't know how to react, would be an epic understatement. The very last thing she had expected- even if she _wanted it_ -was Hitomi being accepting. This girl really _wasn't_ like anyone else. Homura accepted her because she didn't want to hurt Madoka's body, though Kriemhild wanted it to be so much more. Oriko and Kirika worked with her because of her power, same with Kyoko. Yuma was the only other one who seemed to genuinely like her, despite what she was.

It was...nice, in a way. That Hitomi still considered her a friend. Even if it was because she had latched onto the fact that Kriemhild was Madoka...Madoka's darkside, her grief, her despair, all condensed into one being. Kriemhild didn't really consider herself to be Madoka Kaname...but if it worked.

It worked.

"So I _don't_ have to kill her?"

And speaking of the yandere Magical Girl...

"Kirika," Kriemhild sighed, "No, you don't."

"Oh well," the Magical Girl dropped into view, her claws fully formed, "Oriko warned me about the Witch, but I wasn't fast enough! Sorry about that Kriem!"

"Speaking of her, when are we meeting?"

"As soon as possible," Kirika replied, an eager expression on her face, "It's so nice to go see her again!"

Only in her life, could the Witch hold a cordial conversation with someone holding sharp enough objects to eviscerate her with prejudice, like it was talking about the weather. Hitomi seemed to have been totally lost and forgotten too, though the green-haired girl seemed somewhat relieved to know something about her friend now.

And not one of the girls noted the flash of someone moving from the roof above them.

* * *

Far, far away from the school, Homura Akemi frowned. She was standing atop a building, deep in thought as she tried to figure out which girls were trying to hide from her. It had been a simple matter with her power to find out there _were_ other Magical Girls in Mitakihara. Even the addition of Kyoko and Yuma to the population wouldn't have resulted in as many Witches being hunted as there were. The stock...restocked...from Familiars and migration, but it was still a noticeable dip in the Witch population. Such a drop could _only_ be caused by rogue Magical Girls.

The problem was, they were _annoyingly_ good at hiding themselves. She had yet to catch a glimpse, despite her searching. Homura knew she was skipping school to do this, but that hardly mattered to her. School was a distraction, when she needed to let this timeline last at least to Walpurgisnacht. She could test the addition of Yuma again, and see if it was worth pushing her to contract. For that though, she had to find the mystery girls.

And right now, she had no leads beyond the dip in Witches. Nor were the girls immediately familiar to Homura, even with her _long_ experience. It was not the Asunaro girls, whom tended to stay in their own town beyond one very strange timeline that had made her swear off ever intervening with them. It wasn't Mikuni...if it were her contracting, Magical Girls would be dying in droves and Kriemhild would have been attacked by now.

So... _who_ was it?

"I can't ask the Incubator," Homura muttered to herself, "He would never tell the truth. And I know for a fact that _he_ is the reason for their presence here. He must have informed them of Gretchen."

Shaking her head, the Magical Girl jumped to another rooftop, thoroughly unworried about being seen by humans below her.

"And he would have used this as a way to test me, or remove me from the equation as well," the Magical Girl frowned slightly, "I am likely as much a target as Gretchen. Kyoko and Yuma Chitose as well."

She knew Kyubey well enough, to know he would have 'just told the truth' about her 'working' with the Witch. And about Kyoko and her little tag along _actually_ working with Kriemhild. Which meant that whoever these mystery girls were, they would be after her, as much as they were after the Witch.

 _Hm...perhaps..._

That thought gave her an idea. Twisting her body, Homura redirected herself towards downtown Mitakihara. If these girls were likely after her and Kyoko as well as Kriemhild, they may be stalking the redhead. It was a long shot, but it may give her some idea of who she was dealing with.

And any idea was far and away better than _no_ idea.

 _This timeline continues to change. I...am no longer certain what will happen. I must continue however. I have to use this, to prepare for similiar situations moving forward._

Because if she was going to save Madoka, she needed to be prepared for anything. Even something as strange as this situation...

* * *

 **AN: And there we go. I hope everyone enjoyed the chapter, even if I wasn't entirely happy with the end result.**

 **Also, Hitomi is still fun to write. She's probably nearly as understanding as Madoka is, with a hint of less naivety. It's worth noting she saw clean through Sayaka on the Kyosuke subject, after all. Hopefully that worked out.**

 **We'll have more Mami/Kyoko/Mystery Girls next chapter.**

 **Reviews:**

 **Arararararararagi Rage:** Glad that worked! And glad you enjoyed the chapter.

 **wolfdude16:** Yeah...her little list is (until now sans Hitomi and still sans Sayaka) people who know what she is, and aren't trying to kill her for it. It's less she _likes_ Kirika or Oriko, and more they aren't actively hating her or trying to kill her.

Which, unfortunately, she can't say with any confidence Mami would act like.

 **Nobody Smurf:** Yup, but you are correct. Our Witch protagonist doesn't quite understand how it works, though it's not really her fault.

 **laryssa1234:** Yeah, Sayaka's always the stubborn one.

 **EliteSlayer103:** Confusion will reign supreme, that's for sure.

 **X the Reaper:** To be fair to Kriem-chan, she's still adjusting to human train's of thought. But yeah...tempting Murphy is never a smart idea. As...

 **Kokuyoseki no tsubasa:** Pointed out here. Yeah, tempting Murphy isn't smart.

 **MWkillkenny84:** Oh yeah, if they attack Homura first, they aren't going to be in a good situation to say the least.

 **VegetaPrinceofDarkness:** Not so much the instability, as the knowledge that Mami isn't likely to take a Witch running around as a good thing.

 **Guest-Chaaaaan:** My main problem with including Kazumi- and I do admit the interesting dynamics -is the cast size. At least while the OCs are around, there's just too many girls running around. _Maybe_ after the current arc, depending on how things develop.

Can't really guarantee anything, but I do appreciate suggestions.

 **Guest:** Hey, it doesn't need to be a long review, I'm just glad you're enjoying the story.

 **Yoru no kodomo:** Things are certainly going to be fun moving forward, that's for sure.

 **Dr. Archimedes:** Heh.

 **reality deviant:** Glad you like it.

 **Cloudedguardian:** Don't worry, I'm not about to stop writing it.


	12. Chapter 12

**AN: Not quite as long as I would like, but this one both turned out better than the last one, and ended at a good point I feel.  
**

* * *

"I'm telling you, that Witch is a _great_ actress!"

"Are you sure?"

"Yes! Her...sorry, Kaname's...friend believed everything she said!"

"Interesting..."

The leader of the Magical Girl group frowned underneath her hood. She couldn't say she had expected what her longtime friend Yumi was telling her. It was luck that Mimi hadn't been involved, or they may have just attacked the Witch the moment that Labyrinth had opened. Luckily for her, Yumi had more self-control than that. Either way though, what she had discovered had her leader deep in thought. By all rights, Shizuki should have been killed in that Labyrinth. If not by Gretchen, than by whatever Witch had been the owner of that maze. And yet, she had not only come out intact, but apparently considered Gretchen her friend?

To be fair, Yumi hadn't overheard what the two had actually talked about. But after coming out of that maze, there was no chance that Shizuki hadn't seen that Gretchen was a Witch. And the Magical Girl hadn't reported a Kiss on the green-haired girl, so it wasn't as simple as that. What could a Witch have possibly said to convince a human girl not to run to Tomoe? Not to mention the fact that Kaname wasn't on the run or in a prison cell...meant her parents were still alive. This Witch made no sense, even discounting the sheer impossibility of her existing at all.

 _Something is very strange here, and I do not like that. Kyubey would never lie to us, but the point remains. We need to know more..._

"We need to keep observing her," the leader finally spoke again, "Until we know more, attacking is too risky."

"...Mimi won't like that," Yumi winced.

"She'll do as told," her leader replied, "I trust her to do that."

And in any case, there were too many unknowns in the situation. They _had_ to know more, before moving on Gretchen. More about her powers and abilities. More about her skills and personality. More about her allies. Just _more_ in general. Hopefully, they could use the fact she was with Kure to track down Mikuni as well. According to Kyubey, that girl was a Seer. And there was nothing more dangerous, than a Magical Girl who could see the future to some extent.

It rather rendered plans moot.

"Have you found Akemi?" that being said, there was another wildcard to find.

Yumi shook her head in the negative, "Not yet. Mimi found her apartment, but we can't find _her_. I'm not sure what her magic is, but it's making it hard to track her down."

"Hmm..." nodding slightly, the leader walked to a table, a map of Mitakihara spread on it.

Key landmarks like the middle school had been marked down, along with the homes of Kaname and Tomoe. Yumi walked over as well, and put her own mark down for Akemi's apartment. Not one of those locations was close to another, and to monitor all of them would be spreading her girls thin. Humming softly in thought, the leader tapped the map. She had to prioritize. Akemi seemed to have some sort of magic that made tracking her difficult to impossible. So they would need to catch her at her home.

Kaname, or rather the Witch in her body, seemed to be trying to be unnoticed, and hadn't acted against her parents. So they could probably afford to let up on monitoring her home and switch the focus from that to the school. Even though it didn't sit right with the Magical Girl leader. She didn't like the idea, at all, of risking the lives of Kaname's parents like that. She didn't know the people in question, and wasn't like Tomoe in 'must save everyone'. But leaving innocent people at the mercy of a Witch...

 _It has to be done. There are far more lives at risk at the middle school, and we must ensure they aren't at risk._

"Tell Saki to stop watching Kaname's home, and change shift to the school," her soft voice finally spoke up.

"Are you sure?" Yumi curiously replied.

"Yes. I don't enjoy the idea of leaving Kaname's parents alone, but there are far more children at risk at the school."

Yumi smiled softly, shaking her head, "This is why I follow you. You've always cared about the people, but don't let it blind you like Tomoe."

A small smile was visible under the hood, "Thank you for that, Yumi."

"You're my friend, it's no problem!"

"Still," the smile slowly faded, as the leader sighed and looked at the map again, "Can you try and find Akemi again? Until we know more about _her_ abilities, I'm not comfortable moving on the Witch."

"It doesn't help that _Kyubey_ doesn't know her powers," the blonde sighed softly herself, "I'll do my best."

"Thank you."

As her oldest friend left the room, the Magical Girl ran a hand through her hair, only slightly shifting her hood. She didn't like this situation at all, and that was unlikely to change. She could see why Kyubey had brought her in...even if Tomoe were willing to fight the Witch- by no means a guarantee -she wouldn't possibly be able to stand against Akemi, Kure and Mikuni as well. And then there was possibly the addition of Sakura and Chitose, the former of which knew Tomoe's fighting style. How this Witch had gained so many allies mystified her.

Surely, no matter what she said, no Magical Girl would _ever_ willingly work with their mortal enemies. Just because Gretchen was apparently unwilling to break cover to go on a killing spree, didn't mean she wouldn't. Witches existed entirely to spread grief and destruction in their wakes. They were stealthy, using Kisses to lure unwary victims into their homes. But that didn't mean they were this...smart and wary.

 _Something is wrong here, and I don't know what. Why would so many Magical Girls work with a Witch? Why would Kyubey allow her to live in the first place? Something is wrong, and I'm not being told what. I...don't like risking our lives like this._

But there wasn't anyone else who could handle the Witch. So no matter how she felt, the leader would lead her girls against the monster.

If only she knew _why._

* * *

The Witch in question let out a sigh of her own, as she walked behind Kirika. The somewhat unhinged Magical Girl was practically skipping along, as the pair marched towards Oriko's home. Kriemhild wondered how the other girl could go from cheerfully willing to kill someone at the drop of a hat, to acting like a...lovestruck school girl. And she thought Witches had a monopoly on being totally and irredeemably insane. Kirika was strong though, so she could deal with a bit of unstableness, so long as that wasn't directed at her or those she considered friends. Direct that at the other Magical Girls who were supposedly going to come to Mitakihara.

Kriemhild had yet to see a single one of these girls. But she saw little reason to doubt Oriko either. In point of fact, it was quite likely that the mystery girls were _why_ she was heading to the seer's home.

 _She doesn't like the idea of Homura-chan knowing she made a wish though. So it has to be serious, if Oriko-chan is calling me here._

It had to be _very_ serious, for the seer to risk Homura knowing about her. From all that the Witch knew, her dearest friend would kill Oriko at the drop of a hat. And for her to take that risk instead of calling for a meeting in Kazamino again, meant that something had to have changed, and changed drastically. Knowing the future...it was almost a pain. There was something to be said for going into things blind, and Kriemhild almost preferred that to warily watching for the slightest changes.

"Hey, stop bein so quiet Kriem!" Kirika called out, looking over her shoulder with a toothy grin, "We're going to see Oriko!"

"I know Kirika-chan," the Witch replied.

"Show some excitement!"

"Yay, we're going to see Oriko-chan."

A giggle came from the unhinged Magical Girl, as she returned to skipping along. Her obsession with Oriko...was rather unhealthy. To put things mildly, since it was bad enough that even a _Witch_ felt worried.

"Is anyone else going to be here?" Kriemhild asked, to at least get on a different subject.

"Noooppppeee," her...not quite friend, but not enemy, replied, "Oriko just wanted us!"

"I wonder why she wouldn't what Kyoko-chan..."

"No clue!"

Well, she wasn't going to get anything out of the cheerful Kirika. Thankfully, Oriko's house was...coming into...view.

"Nice, ain't it?" Kirika flashed another grin over her shoulder, before running up to the massive door in front of her, "Oriko!"

For her part, Kriemhild just looked up with wide pink eyes at the building before her. That was... _big_. How in the world did Oriko afford having such a huge house?

"My father," speak of the devil, and she shall appear with Kirika practically hanging off her arm, "was a rather wealthy man. I inherited the house when he...passed on."

"How did..."

Oriko raised an elegant white eyebrow, making the Witch trail off.

"Right, future seer. Why did you want me here Oriko-chan? Is something wrong?" Kriemhild's voice dropped into a cold tone towards the end of that sentence, as she looked around for any sign of them being watched by the...people out to kill her.

"Come inside, and I can explain."

The seer spun on her heel, Kirika managing to stay attached to her arm and not fly off, before walking back into her home. Kriemhild sent another look around, before following after her. Clearly, whatever this was about, Oriko didn't want to run the risk of being overheard. On the one hand, it was a good sign that she was wary and smart enough to not take that risk, especially when who knew what powers the Magical Girls coming to Mitakihara had. On the other, it had the Witch even more closely watching her surroundings. She did _not_ like the idea of Oriko being that worried.

It didn't mean good things for her, in the least.

"Would you like some tea?" the Magical Girl asked, once they were inside the building.

"Sure," the Witch shrugged.

Oriko just nodded, before busying herself with preparing snacks. Kriemhild let her do so, while looking around her room. The inside of the building was every bit as opulent as the outside, if not more so. Expensive furniture and other fixtures decorated the room, with the fancy kitchen barely in view. Madoka's house wasn't exactly old or lower class by any definition, but what Oriko had made it look as much. There probably wasn't anything in here worth less than the Kaname's entire kitchen. If not more than that.

How well off _was_ her father?

"Here," Oriko popped back into view, placing a cup of tea in front of the Witch, before moving to sit by Kirika, who latched onto her with a grin as she drank her own tea.

"Thank you," Kriemhild nodded, but didn't touch her tea, "Now, mind explaining why I'm here Oriko-chan? I don't think you would bring me here for _tea time_."

Maybe a bit of reasonable frustration leaked into her voice...

"I didn't," the seer confirmed, eyebrow rising again in clear disbelief, "and we both know better than to suggest that. I have asked for you, as I had another vision."

"And?"

In response, the girl elegantly sipped her own tea, "Our enemy is here, in Mitakihara. I can't tell you exactly where, as they are constantly moving and my visions are not able to track them like that."

 _That...isn't surprising._

Kriemhild frowned, "Of course they are."

"I haven't finished," Oriko held up a finger, "I believe I know who they will target first."

Now _that_ had the Witch's attention. She leaned forward, all her attention focused on the Magical Girl in front of her. Oriko's expression didn't change much, beyond an ever so slight tightening around her lips.

"Who?"

"Kyoko Sakura."

If Kriemhild had been expecting anyone to be targeted first, it would have been herself or Oriko. Maybe Homura, if the enemy knew her abilities. But on the other hand, Homura was so ridiculously cautious about revealing what her abilities were that it would take a miracle to find out. So then. Keeping that in mind still limited it to herself and Oriko. Kyoko...why in the world would they attack _her_ first? She wasn't the strongest of their fighters, or the most dangerous. It didn't make much sense, not at all.

There had to be some reason for targeting her first. But Kriemhild wasn't much of a strategist, so she couldn't figure out _why_ that was.

Why would they go after someone who was relatively uninvolved, and didn't have any unique powers that made her a singular threat? Kyoko had experience and skill, more than enough of those. But she didn't have any really special powers. Her spear could change form, but that was about it, not even her barrier was truly unique. So...

 _Unless they're going after her_ because _she's not as dangerous..._

"Do you know why they want Kyoko-chan?" Kriemhild turned back to the other girl.

Oriko shook her head, "Unfortunately, my visions are not that detailed. All I can tell you, is that Kyoko Sakura will be the first target. When that is, I don't know."

"Then we need to help her."

The seer didn't deny the point, merely sipping her tea again with a thoughtful expression. Setting her cup down, she turned her head, silver hair flowing around her face as she looked at Kirika.

"I want you to help Gretchen-san, Kirika. Keep Sakura safe, if you can."

"Okay!" the dark-haired girl chirped.

Smiling softly at that, Oriko turned back to the Witch, "I will let you know if I see anything else, Gretchen-san."

"Ok. Should I let Homura-chan know?"

Oriko sighed, "That is...not a good idea. If she has even the slightest hint you know more than you should, I would be the logical first step for her. No other Magical Girl in her experience can see the future, and if you have knowledge that is clearly of that nature..."

"..."

Well, there wasn't any denying _that_ point, was there?

"In any case, you should probably be going. Akemi is likely keeping an eye on you, and I don't want to take that risk. Kirika can go with you, if you want?" Oriko's green eyes flickered between both girls, clearly wanting Kirika to stay right where she was.

"No, I'm fine," Kriemhild wasn't _blind_ , even if she didn't understand love herself, "I should probably find Homura-chan anyway. Make sure if she's found anything."

The seer's face bore an ever so slight smile, "Ah...yes, Akemi would be looking for herself. I may have to cast my powers in her direction, now. She may discover something useful herself."

"Or I could ask her."

"Yes, that too. I, however, prefer to rely on my own abilities."

There was an undercurrent of arrogance in Oriko's voice, though it was probably a well-earned feeling. It still bugged Kriemhild, though she wouldn't say anything about it. She needed Oriko as an ally far too much to risk getting the other girl angry with her. Besides, Oriko's powers _were_ that strong. There was nothing, other than Homura's time abilities, quite as useful as being able to see the future. Oriko wasn't infallible by any means, but her abilities were still impressive. So a little arrogance was _probably_ justified.

Annoying or not.

"I'll go find her then, while you do that."

Oriko nodded politely, while Kirika waved cheerfully. Kriemhild just sighed, before marching out of the building. Time to find Homura-chan...and who knew how long _that_ would take.

* * *

"Remind me again why I'm here?" Kyoko Sakura groaned in annoyance, as she stalked after Mami Tomoe.

"I told you Sakura-san," the blonde sent a cheerful smile over her shoulder, "If you are serious about working in Mitakihara, my only request is that you help me train Miki-san. You're far better suited for that than I am, considering our respective abilities."

"I'm not a teacher," Kyoko grumbled, despite Yuma doing her best to cheer her up with a childish grin.

"But you taught me Kyoko-nee!"

 _Traitor..._

"Different situation."

Mami, the annoying 'sempai', seemed amused by the byplay, "See, Sakura-san? If you taught Chitose-chan then I'm sure you can teach my new trainee!"

"'s not a matter of skill," the redhead scowled at her former mentor, "I don't _want_ ta train Blue. What do _I_ get outta making sure she knows the pointy end of her sword?"

"No need to be mean."

Kyoko shot a 'are you _stupid'_ look at her old...friend, "Ya realize who you're talkin too?"

A sigh answered that, as Mami shook her head fondly, "Yes, I do. Still, there is no reason to insult Miki-san. She doesn't have the experience yet, and I seem to remember someone having issues with her spear, once upon a time."

Despite herself, the redhead felt her face flush the same shade as her hair. She didn't need to be reminded of her own early days. Shit, those days were embarrassing enough that she didn't like thinking of them! And she _sure as hell_ didn't want Yuma to know. She'd never hear the end of it, if her surrogate little sister decided she wanted to hear about her 'Kyoko-nee's' early days as a Magical Girl. There was a very good reason that Kyoko had never mentioned it to the younger girl, and had no intention _of_ mentioning it to her.

Of course though, the curious look in her brown eyes told the elder girl she wasn't going to get out of doing so. Wonderful. Well, that could wait for later, for now, Kyoko had to do the very last thing she wanted. If she had any desire to keep eating Mami's food- which she _did_ -she would have to train that newbie. And her relationship with Miki could be summed up as 'antagonistic' if one was being extremely generous. More appropriately, they were constantly on the verge of tearing into each other. Kyoko wasn't sure if it amused Mami or annoyed her, really.

 _I don't want ta train that idiot. But I_ do _want Mami's cakes. Damn it._

Nothing for it...

"Fine," Kyoko bit out, turning her nose up at the smile from her old mentor, "But I ain't happy about this. Where're we meeting her anyway?"

"The old junkyard," Mami replied, pointing in the direction of the rapidly approaching area, "I still use it for training. It's out of the way and...

"Yeah yeah, I know."

Mami just rolled her eyes good naturedly, before turning her head to grin at another person, "Miki-san!"

"Yo, Mami-san! Kyoko..." Sayaka Miki was already waiting at the junkyard, her school uniform looking distinctly out of place.

"I'm glad you arrived so early," Mami's grin was blinding, and just made Kyoko grumble more.

 _Why_ was she doing this again? Oh right, because her appetite was in control of her actions. At least when it came to Mami Tomoe.

"Yeah, I figured I could get here a bit early and get some practice in, for her part, Sayaka was scratching the back of her head, her face slightly red.

"Oh? Can you show us?"

"Sure!"

As Sayaka and Mami went marching off, Kyoko stopped walking and sighed in annoyance. Yuma was immediately next to her, looking up at her sister figure with all the innocence of a child. Kyoko smiled softly at that, despite herself. How Yuma managed to keep her innocence despite everything...it was one of the few things keeping _her_ going. Yuma was practically Kyoko's anchor, especially after the rapid fire revelations courtesy of Kriemhild Gretchen. If she hadn't had the green haired girl, her sister in all but blood now, she might have snapped. Kyoko was under no illusions as to her mental stability...finding out that her wish hadn't just doomed her family, but had the potential to turn her into the very thing she fought as payment for that wish...

Well.

But having Yuma there to look after, and yeah, having Gretchen around to cleanse her Soul Gem- and maybe more, if that creepy Mikuni chick could be believed -made it a lot easier on her. It was mostly Yuma though. While she wasn't, and could never replace, Momo...Kyoko had a _reason_ to keep herself going. Yuma _was_ her sister, in every way that mattered. She would go through hell and high water to keep her safe. Even training an annoying newbie.

"Kyoko-nee, are you alright?" Yuma's soft voice spoke up, wide brown eyes filled with worry.

"Yeah, I'm fine kiddo," Kyoko replied, ruffling her green hair, "Just a bit annoyed, y'know?"

Yuma blinked slowly, "No?"

"What do ya mean no?" the redhead asked, though the question wasn't filled with the usual annoyance.

"I like Sayaka-nee!" was the stubborn reply, as Yuma looked over where the bluenette in question was transformed and showing off to Mami, "She's nice! I don't know why you don't like her..."

Kyoko just sighed again, "She bugs me. Ya know that people like that..."

"She's exactly like you."

 _..._

 _..._

 _..._

 _...well._

If the situation were any different, Kyoko might have been _impressed_ with the little twerp. She had said that in the same tone of voice that the redhead would have used. Evidently Yuma was picking up more than just combat style from her new elder sister. And that did impress Kyoko, really. Annoyed her too though.

"We ain't anything alike."

Yuma held back a giggle, "But you are Kyoko-nee! She doesn't eat as much, but Sayaka-nee acts just like you! You both act all tough all the time, is that why you don't get along? Because you don't want her to be tougher than you?"

"..."

"I knew it! But you're the toughest person I know, Kyoko-nee! Sayaka-nee isn't weak, but you're a lot stronger than she is!"

Despite herself, Kyoko felt a bit of warmth lodge itself in her heart. Yuma was looking up at her with absolute conviction in her words. To her there _was_ no one stronger than her Kyoko-nee. The redhead was the epitome of Magical Girls and humanity in general. She was the one that Yuma looked up to, who had saved her. And to her, nothing else mattered. It didn't matter that Mami was probably stronger than Kyoko still, and that Akemi had some funky abilities. They couldn't beat the redhead in Yuma's mind. Or her heart for that matter.

Kyoko knew that Yuma, in her childish way, loved her surrogate sister. It wasn't a question of 'like' or 'how much do I care for Kyoko-nee'. No, to Yuma, it wasn't a matter of anything but familial love. And despite everything, Kyoko...kinda felt the same. She had thought those feelings burnt out of her, with the death of her family. With Momo forever lost to her, along with her mother. But instead, she felt the same for Yuma that she had ever felt for her blood sister.

"Thanks for that kiddo," Kyoko ruffled her hair again, before sighing and marching off to where Miki was looking at her, "Come on, let's get this over with. I'll get ya a good dinner once we're done."

"Yay!" Yuma cheered, skipping along beside her sister, a wide grin on her face.

 _I can deal with Blue. At least Yuma's happier here, and that's worth anything._

* * *

 **AN: As above, not as long as I'd like. But I think it turned out good, so at least there is that. I hope everyone enjoyed it! No idea when the next chapter will be up, but I'll get it done as quickly as I can.**

 **Reviews:**

 **Impstar:** Well, not _everything_ needs to go wrong. Even in Madoka!Verse.

 **Ultimateheatblast4:** Hitomi and Kyosuke...yeah, can't talk about that without spoiling things.

 **MWkillkenny84:** If there is any one thing I can say about the story, it's that Hitomi is _not_ going to contract.

 **laryssa1234:** Hitomi can be insightful when she wants to.

 **dongaro:** Kriemhild is...interesting to write. She's a Witch, but not in the usual sense. It's difficult at times, but fun too.

 **Arararararararagi Rage:** More or less, yes, that's what I'm going for with Hitomi.

 **Ranger24:** Yup! But that's what makes Kirika fun to write.

 **wolfdude16:** Not sure if it was here or SV where it was mentioned, but canonical Hitomi doesn't really _have_ a character. She's almost more of a plot device to drive the final nail in the coffin of Sayaka Miki's sanity, than an actual character. It's notable that her canonical character is basically reduced to 'stereotypical rich girl with problems, plus GIRLS CAN'T LOVE GIRLS'.

What she _does_ have, is an understanding and mature streak at times. She _could_ have blown Sayaka off with Violin Boy after all.

So, what I'm saying, is that Hitomi almost has to be OOC to _have_ a definable character, beyond stereotypes. At least, in my opinion. That said, maybe she's too understanding...I dunno, I like where I'm going.

 **Nobody Smurf:** Yup. But our little spy didn't hear the conversation...kinda shoots everything in the foot, because Mami isn't the only MG who would freak over the Witch-bomb.

 **alice:** Glad that worked out!

 **Guest-Chaaaan:** Heh. I make it a point of answering reviews, if there aren't too many to make it reasonable.

 **Yoru no kodomo:** Yeah...I had to work around this one. Thankfully, this chapter turned out much better...at least in my opinion.

 **Ron the True Fan:** Hmm...maybe in the future, when this fic is done. It is an interesting idea, though any Alt!Madoka I made would have to be different than the one in that fic, to avoid copying.

 **Dr. Archimedes:** Yup.

And yeah, that's one of the problems I had getting that one to work. I knew what I wanted to do, but getting it in a cohesive whole...was harder than I would have liked.

 **MegaDyne:** That conversation is where I get a lot of Hitomi's character from, really.

 **AN: Thanks for the reviews everyone! I hope this chapter was worth the wait!**


	13. Chapter 13

**AN: Apologies for the delay. Muse went bye-bye, or at least, to other stuff. But here we are now! Hopefully I didn't lose anyone.**

* * *

Homura Akemi frowned ever so slightly, as she ducked into an alley. She had the feeling for some time now, that someone was observing her. Who, she didn't know. But the question from Kriemhild Gretchen was still fresh in her mind. The potential of other Magical Girls...it worried her, more than she might otherwise like to admit. Homura had experience with the Mitakihara and Kazamino girls. She knew them, their powers, and their personalities quite well. She could ruthlessly take down Kyoko Sakura with little difficultly, just by applying a bit of strategy. She could ruin Mami Tomoe with a handful of words. Sayaka Miki was so easy to deal with it didn't bear mentioning.

But...

 _I lack experience with Magical Girls outside this area._

The time-traveler wasn't exactly happy admitting that. She _despised_ things outside her control. Always had, always would. It was why she made a point of killing Oriko Mikuni every other timeline. But Homura's experience...having a gap in that worried her. Especially as she _knew_ that there would be a Magical Girl out there who could counter her abilities. It made logical sense, if nothing else. Kyubey wouldn't know to bring such a girl to Mitakihara with how jealously Homura guarded her secrets, but that hardly mattered.

"Who is following me..."

For Homura was nothing if not paranoid.

 _Do I risk using my magic?_

A flash of purple light had Homura in her Magical Girl uniform, as she jumped up the side of the alley, landing on a roof. Her sharp violet eyes scanned the area around her, even as she did the same with her magic. The teenager was looking for any sign of either Kyubey or another Magical Girl. Either one would be a problem, even as she kept a hand on her shield. Homura would far prefer to not need to use her trump card, but if it came down to it...

Well, cross that if needed.

"I know you are following me, whoever you are." Her dull voice rang out, as the Magical Girl continued to scan the area.

But nothing greeted her. Silence, save for the noise of traffic in the distance. Homura didn't lower her hand, but she did let her tense shoulders relax ever so slightly. If it were Kyubey, he would have come out. Were it another Magical Girl, she likely moved on when it became clear that the time-traveler knew she was there. If that was the case...well, Homura would need to track the girl down herself, some time soon. For now though, she could focus on hunting...Witches...

"Homura-chan!"

...or deal with the one Witch who hunted _her_.

"Gretchen."

For the familiar, painfully so, pink hair came into view. It was tainted, more lavender than pink, as Kriemhild was in her corrupted version of Madoka's uniform. The Witch did not have her twisted bow out, but there was...strangely enough...real _worry_ in her eyes.

"Are you okay, Homura-chan?" Kriemhild asked.

"Quite." Homura replied curtly. "Why are you here?"

"I felt you transform. I was worried!"

An eyebrow quirked its way up, "Worried? For a Witch, you act remarkably unlike one."

"Homura-chan, you know I consider you my friend."

The eyebrow went higher, "Hm. Now, if you felt me transform, you likely know why I did. Have you seen another Magical Girl?"

Kriemhild frowned, "No, I haven't. Why?"

"I was being followed."

Now, Homura in ideal circumstances, would not be telling the _Witch_ this much. But, in this situation, she could use the assistance. She _loathed_ the idea of Madoka's body being put in harms way. But as she held no particular attachment to Kriemhild Gretchen, it was simple enough to make this choice. Homura knew _very well_ that Madoka's Witch was determined to protect her, no matter the time-traveler's own feelings on that matter. As such, it was a simple matter to direct that energy towards whatever, or whomever, had been stalking her.

Let Kriemhild fight the new Magical Girl. It would both give Homura an idea of what to expect in a future timeline, and keep the Witch away from _her_. It never got easier to see Madoka's body possessed by that monster. Keeping her away, was only a good thing. It made it easier for Homura to focus on the more important issue at hand...figuring out how this had occurred in the first place, and ensuring it did not happen again.

"Who?" Kriemhild regained the Magical Girl's attention, her voice colder than ice.

"That, I do not know." Homura flipped her hair, the long black tresses fluttering in the wind. "I presume a Magical Girl, as Kyubey would have little to gain from hiding."

"You're sure it wasn't Kyoko-chan or Mami?"

Homura frowned, "Of course. I am quite familiar with both, and neither would...hide like this. Most certainly not Kyoko Sakura."

Kyoko never was one, to see the value in stealth. That girl would jump right into anything, given half the chance.

"Well, I'll find them then." Kriemhild nodded sharply. "If they are here to hurt you, I'll kill them."

 _No, I never should get used to this..._

Hearing the words 'kill them' come from Madoka's mouth, had Homura's chest hurting. She never would, or even should, get used to the bloodthirstiness of the Witch. But, then, at least she had succeeded in her goal of forcing Kriemhild's attention away from herself. That would have to be enough, in the long run.

"If you feel the need to search, feel free to do so. I will be doing the same."

Homura narrowed her violet eyes at the Witch.

"Alone. I have no need or desire for you to work with me."

Kriemhild sighed, "I know you feel that way Homura-chan. I wish you would let me help you."

"No."

The Witch merely shook her head, "I know."

With nothing else said, she jumped away, clearly going to look for the mystery Magical Girl. Part of Homura was surprised it had been that easy. She had fully expected it to be _far_ more difficult to convince Kriemhild to leave her be. On the other hand, she was not about to complain about it either. She had no desire to be near the Witch, and this worked for her goals in the long run at any rate. With that in mind, she jumped from the roof herself, moving on a search pattern. Very few could hide from her when she wanted to find them, and that was doubly true in Mitakihara.

After so long, Homura knew her hometown like the back of her hand.

 _Even so, I have to be cautious_.

She knew that better than anyone. Surprises were deadly, on every level. Mikuni had been one such surprise, and were it not for the fact that trailing her was neither the Seer nor her insane partner Kure's method, she would be going for them first. But this was far outside how they acted, and Homura knew that if Mikuni had contracted, she would have gone right for Kriemhild to end that threat. The fact that she hadn't, meant the Seer was not a current threat. Having already eliminated Kyoko and Mami as options- Sayaka had the stealth of a falling brick -that only left a new girl.

And while Homura was confident in her 'home field advantage' so to speak, she was far from foolish enough to not be cautious in her search.

"I have paid for not being careful. I will not do so again."

So many timelines had failed because she _wasn't careful enough_. Regardless of her intention to abandon this timeline, come Walpurgisnacht, Homura was not going to take undue risks. You did not survive as long as she had, by doing so.

* * *

"That was a stupid risk, Blueberry!"

"Stop calling me that!"

"What, or you're gonna kill me? Ya couldn't kill a mouse!"

"Why you...!"

Sayaka Miki grit her teeth, as her boots skidded along the gravel beneath her. Her arms ached, her legs were cut up and slowly healing, and her brow was covered in sweat. But still, she held her ground, sparks flying from her sword as it caught the shaft of Kyoko Sakura's spear. Grunting with the energy needed to do that, Sayaka let her arms fall, ducking underneath Kyoko. Spinning slightly, the bluenette came away, panting heavily as her foe landed some distance away. For all that the redhead had said she didn't want to do this, the idiot was getting _really into it now_. It was all Sayaka could do, just to keep up with her. Landing a blow? Ha, _hell_ no.

Mami had said Sayaka wasn't ready to go hunting Witches yet, but the young girl had brushed that off as her mentor being overly cautious. How could it be that hard anyway? Mami made it look so easy! But, training with Kyoko had forced Sayaka to acknowledge her own weakness. She was decent enough on instinctively using her blades. But Kyoko was on a completely different level from her. Where Sayaka had to use her magic to heal her numerous cuts and bruises, Kyoko had nary a scratch on her. Where Sayaka was panting and could feel every ache and pain in her arms, Kyoko lazily held her spear over her shoulder, cocky grin not once leaving her face.

It pained the blue-haired teen to admit it, but Kyoko was out of her league.

"Now, do you want ta know _why_ that was a stupid risk?" Kyoko continued, lazily spinning her spear now.

"You'll tell me anyway." Sayaka shot back with an annoyed tinge to her voice.

"Damn right I will. Ole' Mami's watching ya know." The redhead's smirk stayed firmly in place. "Now, that was a stupid risk for a lotta reasons. Most importantly, if I were aiming ta kill ya, I would have taken your head off."

Sayaka's mouth dropped open, "Say what?!"

Her voice did _not_ crack! Not at all!

Kyoko snorted, "Blue, ya tried to hit me up close. I can split my spear and you _know_ that. If I wanted ta kill ya, I would have done that. One second you'd be grinning at me like an idiot, the next you'd have no head."

"I use a sword, I have to get close!"

"Do ya?"

"Well what _else_ should I do, genius? Throw my swords at you?!"

Needless to say, this training was as frustrating as anything else.

"Why no..." Kyoko began, only to lazily lean out of the way of a thrown sword. "Ooh, attackin while I'm talking. Ya might have some promise in ya after all!"

"Shut up!"

Sayaka _hated_ to admit that Kyoko was right on anything. Granted, she hated to admit when she was wrong in the first place. Hitomi and Madoka could attest to that, and often would jokingly do so. But in this case, much as it annoyed her to admit it, the redhead _was_ right. Sayaka was at a disadvantage up close. Kyoko had a lot more reach with her spear, could _split_ said spear apart at will, and had enough experience to spare. Sayaka was a newbie, who barely knew how to fight. In any reasonable way of looking at things, she couldn't win. Spar or not.

But when did _Sayaka Miki_ look at things rationally?

 _I can beat her. I know I can!_

Squaring her shoulders, Sayaka healed the last of her wounds and jumped forward at Kyoko. The redhead smirked at her, bringing her spear up once again. Forcing her body to the side, the new Magical Girl dodged the first attack. Her sword came up, catching the spearhead, as Sayaka grit her teeth once more. Letting one hand go from her sword's hilt, she summoned a spare sword in that free hand. Kyoko's eyes lit up, a feral grin replacing her smirk. The redhead lashed out with a sharp kick, driving the air from Sayaka's lungs.

"Damn it!"

Grunting in pain, Sayaka drew in shaky breaths, even as she brought her swords up in an 'x' above her head. Kyoko's spear came to a halt between those crossed blades, as the redhead pushed down with all the strength in her deceptively lithe arms.

"Nice try Blue!"

"What?!"

Before Sayaka could do more than question what was happening, Kyoko's spear had split, the head leaving her blades as it came directly at her face. Blue eyes widening in shock and more than a little horror, the Magical Girl dropped her swords, backflipping away. Kyoko's spear embedded itself in the ground, leaving a decently large crater. Holding a shaking hand to her heart, Sayaka tried to get her breathing under control. That had been _way_ too close.

"You could have killed me!"

"Nah. I woulda stopped."

"How?!"

Sayaka began to build up steam to rant at Kyoko, but she was stopped before getting far. Mami walked on to the field, sending a disapproving look at the unrepentant redhead.

"Sakura-san, I asked you to _train_ Miki-san. Not attempt to kill her."

Kyoko didn't quite pout, but her lip did stick out more than usual, "Yeah yeah. I wouldn't have done permanent damage, 'specially with the way she heals."

The bluenette gaped at that, "Taking my head off isn't permanent damage?!"

"Ya know what I mean."

Mami sighed softly, holding up her hands to stop the upcoming argument, "Girls, please stop arguing. Sakura-san, I think that is enough for today. Miki-san, if you want to train more, I can help you with it."

"Fine by me. See ya later!" Kyoko didn't even hesitate, dropping out of her Magical Girl outfit, as she went to collect Yuma.

Mami watched the girl leave with a mixture of fondness and exasperation, before turning back to Sayaka. Who, for her part, was watching Kyoko go with an annoyed expression. The other girl got under her skin so damn much! She didn't even know why, but it bugged her. Kyoko was better than Akemi at least, but not by much. Still, the Magical Girl let her annoyed look fade when she turned to Mami. It was impossible to be annoyed with the busty blonde, really. Mami was just so...cool! And a hell of a lot nicer than Kyoko, even if she couldn't train swordplay.

Still, Sayaka would rather train with Mami any day, even if it wasn't as useful.

"So, what do you want to do, Miki-san?" Mami's kind smile was firmly in place.

Sayaka frowned, "Can you teach me a way to throw my swords better?"

"Swords aren't meant to be thrown..."

The bluenette scratched the back of her head, her face flushed slightly, "I know that. But...I kinda want the option, y'know?"

A soft smile crossed Mami's face, "I understand. Well, let's set up some targets then!"

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

It would be another hour of hard training, before Sayaka was willing to call her day. Mami had put her through her paces, that was for damn sure. The blonde wasn't as harsh as Kyoko was, but when she got it in her head that you were going to train on something...well. You trained on that, until Mami was satisfied in your progress. It was easy to believe she had trained a lot of Magical Girls, after going through all of that. Of course, Sayaka wasn't going to complain. She didn't even really complain about Kyoko's, after the fact. The more training she had, the better she could fight after all.

And the entire reason, other than healing Kyosuke of course, that Sayaka became a Magical Girl was to help Mami fight.

After all, Witches were evil monsters. There were always more of them, and she hated the idea of Mami fighting them all alone. Kyoko was here, yeah, but the redhead was a loner. Even Sayaka could see that much. And the less said about Akemi, the better. So Mami would be fighting alone, and that didn't sit quite right with Sayaka, to say the least. Thus, she wanted to be the absolute best she could be.

"Great job today, Miki-san." And Mami agreed with her, the blonde upperclassman already out of her Magical Girl outfit.

Sayaka sighed softly herself, dropping back into her school uniform, "Thanks Mami-san!"

"No need to thank _me_. You did most of the work, I just observed." Mami's soft smile had yet to go away. "And you are learning quickly, Miki-san. Pretty soon, you can give Sakura-san a run for her money."

"I hope so. Girl needs to be taken down a notch." Sayaka grinned, pumping her arm for emphasis.

Mami just giggled softly, "Yes, that she does. Still, between the two of us, you can join on hunts soon."

"Great! It's about time I can go out and help you fight like a hero of justice!"

The soft giggles turned into full-blown laughter, the blonde wiping her eyes, "Yes, exactly. Well, I'll see you tomorrow Miki-san. Be careful when you head home, okay? If you find a Witch..."

"Call you or Kyoko, yeah, I know."

"Thank you. See you tomorrow!"

With that said, the two girls split up. Mami back to her apartment, and Sayaka back to her house. Or, at least, that had been the goal. As Sayaka moved away from Mami, she heard footsteps behind her. Assuming that it was the blonde, the teen looked back over her shoulder. Instead of Mami though, she saw a girl she didn't know. A girl in a short skirt and red blazer, rapidly approaching her. That girl could almost pass for Sayaka's sister, blue hair only a slightly darker shade than her own on her head. Her face though, had a different- sharper -structure. And there was a scowl that would fit more on Kyoko, than Sayaka, on her face.

Why was she glaring at her?

Slowing her own walk, Sayaka let the other girl catch up. Hey, she was a Magical Girl...if she needed to fight her way out of this, it wouldn't be hard! And Sayaka was a bit curious now, since the girl acted like they knew each other. When they didn't, or at least, the bluenette didn't know her taller counterpart. She acted like she knew her though, which was odd to say the least. Who was this girl?

"Hello?" Sayaka cocked her head curiously. "I know you?"

"No, but I know _of_ you." The girl replied, her voice fairly harsh like her features. "Mimi is my name, for the record."

"Uh...huh. How do you know me?"

'Mimi' smirked, "Because I've been watching you."

"..."

"Not in that way!" Annnnddd the scowl was back. 'Mimi' glared at Sayaka, before talking again, "I'm a Magical Girl too, you dunce."

Before Sayaka could even think of questioning that claim, the girl held up her finger. A familiar silver ring, green gem in the center, glinted in the sunlight. Sayaka blinked slowly, before turning her attention on the girl.

"...aren't there enough Magical Girls here? Does Mami-san know you're here?"

The other bluenette snorted, "No. She doesn't. Do you want to know why?"

"Yes."

"Tell me, have you noticed anything different about your friend, Kaname?"

If Sayaka had been curious before, now her _full_ attention was on the other Magical Girl, "What did you say?"

All Mimi did was grin at her...

* * *

 **AN: And, here is why Sayaka isn't the one Oriko saw being targeted.**

 **I'd normally say more down here, but as I'm about to pass out...yeah. So no review replies this time, unfortunately. Sorry about that...**

 **(in more positive news, I'm glad that Trope Rec got more readers here! Nice to see something like that)**


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